AWM Investment Co., Inc., et al. – ‘SC 13G/A’ on 3/6/24 re: GEN Restaurant Group, Inc.

On:  Wednesday, 3/6/24, at 4:03pm ET   ·   Accession #:  1535264-24-38   ·   File #:  5-94102

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Amendment to Statement of Acquisition of Beneficial Ownership by a “Passive” Investor   —   Schedule 13G   —   WA’68

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Genk 13G/A                                             4±    14K 

Document Table of Contents

THE UNITED STATES                                                               
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

SCHEDULE 13G                                                                    

Under the Securities Exchange Act of 1934                                       

(Amendment No. 1 )*                                                             

GEN Restaurant Group, Inc.                                                      
(Name of Issuer)                                                              

Class A Common Stock                                                            
(Title of Class of Securities)                                                  

36870C104                                                                       
(CUSIP Number)                                                                  

February 29, 2024                                                               
(Date of Event Which Requires Filing of this Statement)                         

Check the appropriate box to designate the rule pursuant to which this          
Schedule 13G is filed:                                                          

[X]  Rule 13d-1(b)                                                              
[ ]  Rule 13d-1(c)                                                              
[ ]  Rule 13d-1(d)                                                              

*The remainder of this cover page shall be filled out for a reporting           
person?s initial filing on this form with respect to the subject class          
of securities, and for any subsequent amendment containing information          
which would alter the disclosures provided in a prior cover page.               

The information required in the remainder of this cover page shall not          
be deemed to be filed for the purpose of Section 18 of the Securities           
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of           
that section of the Act but shall be subject to all other provisions            
of the Act (however, see the Notes).                                            

CUSIP No. 36870C104                                                             
(1)     Names of Reporting Persons.  I.R.S. Identification Nos. of              
Above Persons (entities only):                                                  
AWM Investment Company, Inc.                                    
(2)     Check the Appropriate Box if a Member of a Group (See                   
Instructions)   (a)___  b)___                                                   

(3)     SEC Use Only                                                            
(4)     Citizenship or Place of Organization:  Delaware, United States          
Number of Shares Beneficially                                                   
Owned by Each Reporting Person                                                  
With                                                                            
(5) Sole Voting Power:                                                          
0**                                                                             

(6) Shared Voting Power:         0**                                            

(7) Sole Dispositive Power:                                                     
0**                                                                             

(8) Shared Dispositive Power: 0**                                               
(9)     Aggregate Amount Beneficially Owned by Each Reporting                   
Person:  0**                                                                    
(10)    Check if the Aggregate Amount in Row (9) Excludes Certain Shares        
(See Instructions):                                                             
(11)    Percent of Class Represented by Amount in Row (9): 0.0%**               
(12)    Type of Reporting Person (See Instructions):  IA                        
**AWM Investment Company, Inc., a Delaware Corporation (AWM), is the            
investment adviser to Special Situations Fund III QP, L.P. (SSFQP) and          
Special Situations Private Equity Fund, L.P. (SSPE). (SSFQP and SSPE            
will hereafter be referred to as the Funds).  As the investment                 
adviser to the Funds, AWM holds sole voting and investment power over           
0 shares of Common Stock of the Issuer (the Shares) held by SSFQP and           
0 Shares held by SSPE.  See Items 2 and 4 of this Schedule for                  
additional information.                                                         

Item 1(a).  Name Of Issuer:  GEN Restaurant Group, Inc.                         

Item 1(b).  Address of Issuer?s Principal Executive Offices:                    

11480 South Street                                                              
Cerritos, California 90703                                                      

Item 2(a).  Name of Person Filing:                                              

The person filing this report is AWM Investment Company, Inc.,                  
a Delaware corporation (AWM), which is the investment adviser                   
to Special Situations Fund III QP, L.P., a Delaware limited                     
partnership (SSFQP) and Special Situations Private Equity Fund,                 
L.P., a Delaware limited partnership (SSPE), (SSFQP and SSPE,                   
will hereafter be referred to as the Funds).  The principal                     
business of each Fund is to invest in equity and equity-related                 
securities and other securities of any kind or nature.                          

David M. Greenhouse (Greenhouse) and Adam C. Stettner                           
(Stettner) are members of MGP Advisers Limited Partnership, a                   
Delaware limited partnership (MGP), the general partner of                      
SSFQP and MG Advisers, L.L.C., a New York limited liability                     
company (MG), the general partner of SSPE. Greenhouse and                       
Stettner are also controlling principals of AWM.                                

Item 2(b). Address of Principal Business Office or, if None,                    
Residence:                                                                      
The principal business address for AWM is c/o Special                           
Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY                  
10022.                                                                          
Item 2(c).  Citizenship: AWM is a Delaware Corporation.                         
Item 2(d).  Title of Class of Securities: Class A Common Stock,                 
$0.0001 Par Value                                                               
Item 2(e).  CUSIP No.:  36870C104                                               

Item 3.  If This Statement Is Filed Pursuant to ??240.13d-1(b) or               
240.13d-2(b) or (c), check whether the Person Filing is a:                      
Not Applicable.                                       

Item 4.  Ownership                                                              

(a)     Amount Beneficially Owned:  0**                         

(b)     Percent of Class:       0.0%**                          

(c)     Number of Shares as to which the person has:            

     (i)     sole power to vote or to direct the vote: 0**

    (ii)       shared power to vote or to direct the vote: 0**

          (iii)       sole power to dispose or to direct the disposition of:
0**                                       

         (iv)       shared power to dispose or to direct the disposition
of:  0**                                  
______________________________________________________________________          

** AWM is the investment adviser to each of the Funds.  As the                  
investment adviser to the Funds, AWM holds sole voting and investment           
power over 0 shares of common stock of the Issuer (the Shares) held by          
SSFQP and 0 Shares held by SSPE.  Greenhouse and Stettner are members           
of: MGP, the general partner of SSFQP and MG, the general partner of            
SSPE. Greenhouse and Stettner are also controlling principals of AWM.           

Item 5.  Ownership of Five Percent or Less of a Class                           

If this statement is being filed to report the fact that as of  
the date hereof the reporting person has ceased to be the beneficial            
owner of more than five percent of the class of securities, check the           
following. _X__                                                                 

Item 6. Ownership of More Than Five Percent on Behalf of Another                
Person                                                                          

Not Applicable.                                                 

Item 7. Identification and Classification of the Subsidiary Which               
Acquired the Security Being Reported on by the Parent Holding                   
Company or Control Person                                                       

Not Applicable.                                                 

Item 8.  Identification and Classification of Members of the Group              

Not Applicable.                                                 

Item 9.  Notice of Dissolution of Group                                         

Not Applicable.                                                 

Item 10.  Certification                                                         

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not          
held for the purpose of or with the effect of changing or influencing           
the control of the issuer of the securities and were not acquired and           
are not held in connection with or as a participant in any transaction          
having that purpose or effect.                                                  

SIGNATURE                                                                       

After reasonable inquiry and to the best of my knowledge and    
belief, I certify that the information set forth in this statement is           
true, complete and correct.                                                     

Dated: March 6, 2024                                                            

AWM INVESTMENT COMPANY, INC.                                                    

By: /s/ Adam Stettner___                                                        
Name:  Adam Stettner                                                    
Title:       Executive Vice President                                     

Attention:  Intentional misstatements or omissions of fact constitute           
Federal criminal violations (See 18 U.S.C. 1001)                                
-1-                                                                             

Dates Referenced Herein

This ‘SC 13G/A’ Filing		Date		Other Filings
Filed on:		3/6/24		None on these Dates
		2/29/24
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