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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 | |
PICKUP RICHARD H/ 18200 VON KARMAN AVENUE SUITE 1000 IRVINE, CA 92612 |
X |
/s/John D. Ireland, Attorney in Fact | 11/05/2010 | |
**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) | This amount reflects the amount of the issuer's securities held by Dito Devcar Foundation, a non-profit corporation of which Mr. Pickup is a director. Mr. Pickup disclams for the purpose of Section 16 of the Act, beneficial ownership of such securities, except to the extent of his indirect interest therein. |
(2) | This amount reflects the amount of the issuer's securities held by TB Fund, LLC, a limited liability company approximately 38.12% of the membership interests in whch are owned by Pickup Family Trust of which Mr. Pickup is the sole trustee and co-beneficiary with his spouse. Mr. Pickup disclaims, however for purposes of Section 16 of the Act, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein. |
(3) | This amount reflects the amount of issuer's securities held by Pickup CRUT I, which is an inter vivos charitable remainder trust of which Mr. Pickup and his spouse are current income beneficiaries. Mr. Pickup disclaims, however for the purpose of Section 16 of the Act, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein. |
(4) | Consists of (i) 72,300 shares owned directly by Mr. Pickup; (ii) 500,000 shares owned directly by Pickup Family Trust and 363,500 shares owned directly by TB Funds, LLC, over all of which shares Mr. Pickup has sole investment and voting power; (iii) 900 shares owned directly by Gamesbusters Inc., 1,335,000 shares owned directly by Dito Care LP, 860,000 shares owned directly by Dito Devcar LP, 166,683 shares owned directly by Pickup CRUT II and 84,446 shares owned directly by Pickup CRUT I, over all of which shares Mr. Pickup shared investment and voting power; (iv) 20,000 shares owned directly by Dito Devcar Foundation, and (v) 100,000 shares owned by Carole Pickup, Mr. Pickup's spouse, over which Mr. Pickup is deemed to have shared investment and voting power. Mr. Pickup disclaims beneficial ownership of the shares owned by his spouse. |