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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 | ||||||||
Class B Common Stock (1) | (2) | 03/12/2009 | G(3) | V | 9,756 | (2) | (2) | Class A Common Stock | 9,756 | $ 0 | 540,074 | I | Jeffrey and Lori Greenberg Family Trust | ||
Class B Common Stock (1) | (2) | 03/12/2009 | G(3) | V | 4,878 | (2) | (2) | Class A Common Stock | 4,878 | $ 0 | 10,792 | I | Chloe July Greenberg UTMA/CA | ||
Class B Common Stock (1) | (2) | 03/12/2009 | G(3) | V | 4,878 | (2) | (2) | Class A Common Stock | 4,878 | $ 0 | 7,492 | I | Catherine Elle Greenberg UTMA/CA | ||
Class B Common Stock (1) | (2) | (2) | (2) | Class A Common Stock | 36,476 | 36,476 | I | Chloe July Greenberg 2004 Trust | |||||||
Class B Common Stock (1) | (2) | (2) | (2) | Class A Common Stock | 30,000 | 30,000 | I | Catherine Elle Greenberg 2006 Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GREENBERG JEFFREY 228 MANHATTAN BEACH BLVD. MANHATTAN BEACH, CA 90266 |
X |
Jeffrey Greenberg | 07/10/2009 | |
**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) | Holders of Class A Common Stock and Class B Common Stock generally have identical rights, except that holders of Clsass A Common Stock are entitled to one vote per shares while holders of Class B Common Stock are entitled to ten votes per share on matters to be voted on by shareholders. |
(2) | Shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis for no additional consideration at any time, with no expiration date, upon voluntary conversion by the holder of such shares or upon any sale or transfer of such shares with certain exceptions. |
(3) | The Jeffrey and Lori Greenberg Family Trust gifted an aggregate of 9,756 shares of Class B Common Stock on March 12, 2009. 4,878 shares were gifted to Jeffrey Greenberg's wife, Lori Greenberg, and the remaining 4,878 shares were gifted to two custodial accounts (2,439 shares per account), one each for the benefit of Jeffrey Greenberg's two minor children, and a third party is the custodian of each account. Lori Greenberg subsequently gifted the entire gift of 4,878 shares that she had received to the aforementioned custodial accounts, with each of the two accounts receiving an additional 2,439 shares. |