Edgar Filing: Sands Fred C

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Vintage Capital Group, LLC

2. Issuer Name and Ticker or Trading Symbol
CAPRIUS INC [CAPI.PK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

11611 SAN VICENTE BLVD., 10TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2011

(Street)

LOS ANGELES, CA 90049

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/08/2011		X		9,371,243	A	$ 0.01	9,371,243	D ⁽¹⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant to Purchase Common Stock

$ 0.01

03/08/2011

9,371,243

⁽²⁾

02/22/2017

Common Stock

9,371,243

$ 0

7,275,930 ⁽³⁾

D ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Vintage Capital Group, LLC 11611 SAN VICENTE BLVD., 10TH FLOOR LOS ANGELES, CA 90049		X
Fred C. Sands Children's Trust 11611 SAN VICENTE BLVD., 10TH FLOOR LOS ANGELES, CA 90049		X
Fred C. Sands Family Revocable Trust 11611 SAN VICENTE BLVD., 10TH FLOOR LOS ANGELES, CA 90049		X
Sands Fred C 11611 SAN VICENTE BLVD., 10TH FLOOR LOS ANGELES, CA 90049		X

Signatures

/s/ Fred C. Sands, Manager		03/08/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The Fred C. Sands Children's Trust (the "Children's Trust") owns 15% of the membership interests of Vintage Capital Group, LLC ("Vintage"). Fred C. Sands ("Mr. Sands") is the trustee of the Children's Trust. The Fred C. Sands Family Revocable Trust (the "Family Trust") owns 85% of the membership interests of Vintage. Mr. Sands is the trustee of the Family Trust. Each of Mr. Sands, the Children's Trust and the Family Trust may be deemed to share beneficial ownership of the shares beneficially owned by Vintage.
(2)	Immediately exercisable at the discretion of the holder.
(3)	Following the partial exercise of the Warrant described herein, the Warrant is exercisable into 7,275,930 shares as of the date hereof. As the Warrant is exercisable into a percentage of the Issuer's Common Stock, the number of shares into which the Warrant is exercisable is variable.
Remarks: Exhibit 99 - Joint Filer Information

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.