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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COTTER JAMES J 500 CITADEL DRIVE SUITE 300 COMMERCE, CA 90040 |
X | X | Chief Executive Officer |
/s/ James J. Cotter | 09/08/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents the sale and issuance by Cotter Enterprises, LLC ("Cotter LLC") of a 99% non-voting interest in Cotter LLC to Cotter 2005 Children's Trust U/D/T ("Trust"), an irrevocable trust. Beneficiaries of the Trust are Mr. Cotter's three children: Ellen M. Cotter, Margaret Cotter, and James J. Cotter, Jr. Mr. Cotter, as the managing member of Cotter LLC, retains sole voting and investment power with respect to the 1,000,000 shares held by Cotter LLC, but his pecuniary interest is limited to the 10,000 shares shown based on his 1% interest in Cotter LLC. |
(2) | Price reflects the price received for a 99% non-voting interest in Cotter Enterprises, LLC, and represents a discount from the value of the underlying securities reflecting the illiquid and non-controlling nature of the limited liability company membership interest involved. The price is subject to adjustment upward or downward based on a third party appraisal, which is currently in process. |
(3) | Mr. Cotter is the general partner of a limited partnership which is, in turn, the general partner of Hecco Ventures, a California partnership. Mr. Cotter has voting power over the shares owned by Hecco Ventures. His interest varies from time to time depending upon the extent of his capital account in the limited partnership and of the limited partnership's capital account in Hecco Ventures. |