Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
(Amendment No. 1)*
 
Life Quotes, Inc.
(Name of Issuer)
 
Common Stock, par value $0.003 per share
(Title of Class of Securities)
 
53216A106
(CUSIP Number)
 
Osmium Partners, LLC
388 Market Street, Suite 920
San Francisco, CA 94111
Attention: John H. Lewis
Telephone: (415) 362-4485
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 11, 2010
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box x.
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
 
* 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 disclosures provided in a prior cover page.
 
The information required on 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 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.)
 
 
Page 1 of 9 pages
 
 
CUSIP No.: 53216A106
 
NAME OF REPORTING PERSON
   
1.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
John H. Lewis
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
 
(b) x
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
PF
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7           SOLE VOTING POWER - 1,200
 
8           SHARED VOTING POWER - 323,243
 
9           SOLE DISPOSITIVE POWER - 1,200
 
10         SHARED DISPOSITIVE POWER - 323,243
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
324,443
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
4.8%
   
14
TYPE OF REPORTING PERSON
   
 
IN
 
 
Page 2 of 9 pages
 
 
CUSIP No.: 53216A106
 
1
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
Osmium Partners, LLC
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
 
(b) x
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
AF
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7           SOLE VOTING POWER - 0
 
8           SHARED VOTING POWER - 323,243
 
9           SOLE DISPOSITIVE POWER - 0
 
10         SHARED DISPOSITIVE POWER - 323,243
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
323,243
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
4.8%
   
14
TYPE OF REPORTING PERSON
   
 
OO
 
 
Page 3 of 9 pages
 
 
CUSIP No.: 53216A106
 
1
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
Osmium Capital, LP
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
 
(b) x
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
WC
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7           SOLE VOTING POWER - 0
 
8           SHARED VOTING POWER - 67,532
 
9           SOLE DISPOSITIVE POWER - 0
 
10         SHARED DISPOSITIVE POWER - 67,532
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
67,532
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
1.0%
   
14
TYPE OF REPORTING PERSON
   
 
PN
 
 
Page 4 of 9 pages
 
 
CUSIP No.: 53216A106
 
1
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
Osmium Capital II, LP
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
 
(b) x
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
WC
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7           SOLE VOTING POWER - 0
 
8           SHARED VOTING POWER - 203,073
 
9           SOLE DISPOSITIVE POWER - 0
 
10         SHARED DISPOSITIVE POWER - 203,073
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
203,073
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
3.0%
   
14
TYPE OF REPORTING PERSON
   
 
PN
 
 
Page 5 of 9 pages
 
 
CUSIP No.: 53216A106
 
1
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
Osmium Spartan, LP
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
 
(b) x
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
WC
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7           SOLE VOTING POWER - 0
 
8           SHARED VOTING POWER - 31,329
 
9           SOLE DISPOSITIVE POWER - 0
 
10         SHARED DISPOSITIVE POWER - 31,329
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
31,329
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
0.5%
   
14
TYPE OF REPORTING PERSON
   
 
PN
 
 
Page 6 of 9 pages
 
 
Explanatory Note
 
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the beneficial ownership of common stock, par value $0.003 per share (the “Common Stock”), of Life Quotes, Inc., a Delaware corporation (the “Issuer” or the “Company”). This Amendment No. 1 amends and restates in its entirety Item 5 of the Schedule 13D originally filed on June 2, 2008.
 
ITEM 5.  Interest in Securities of the Issuer.
 
(a)           The Reporting Persons beneficially own:
 
 
(i)
Osmium Capital, LP, a Delaware limited partnership (“Fund I”), directly owns 67,532 shares of Common Stock representing 1.0% of all of the outstanding shares of Common Stock.
 
 
(ii)
Osmium Capital II, LP, a Delaware limited partnership (“Fund II”), directly owns 203,073 shares of Common Stock representing 3.0% of all of the outstanding shares of Common Stock.
 
 
(iii)
Osmium Spartan, LP, a Delaware limited partnership (“Fund III”), directly owns 31,329 shares of Common Stock representing 0.5% of all of the outstanding shares of Common Stock.
 
 
(iv)
Mr. Lewis directly owns 1,200 shares of Common Stock representing 0.02% of all of the outstanding shares of Common Stock.
 
 
(v)
Osmium Partners, LLC, a Delaware limited liability company (“Osmium Partners”), acts as the general partner of Fund I, Fund II and Fund III, and also manages other accounts on a discretionary basis (“Managed Accounts”). Osmium Partners may be deemed to beneficially own the 323,243 shares of Common Stock held by the Funds and Managed Accounts, representing 4.8% of all of the outstanding shares of Common Stock.
 
 
(vi)
Mr. Lewis may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Osmium Partners.
 
 
(vii)
Collectively, the Reporting Persons beneficially own 324,443 shares of Common Stock representing 4.8% of all of the outstanding shares of Common Stock.
 
Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.
 
The percentages set forth in this response are based on the 6,767,691 shares of Common Stock outstanding as of April 30, 2010, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010.
 
(b)           Osmium Partners, Fund I and Mr. Lewis have shared power to vote or direct the vote of and to dispose or direct the disposition of the 67,532 shares of Common Stock held by Fund I.
 
Osmium Partners, Fund II and Mr. Lewis have shared power to vote or direct the vote of and to dispose or direct the disposition of the 203,073 shares of Common Stock held by Fund II.
 
Osmium Partners, Fund III and Mr. Lewis have shared power to vote or direct the vote of and to dispose or direct the disposition of the 31,329 shares of Common Stock held by Fund III.
 
Osmium Partners, the Managed Accounts and Mr. Lewis have shared power to vote or direct the vote of and to dispose or direct the disposition of the 21,309 shares of Common Stock held by the Managed Accounts.
 
 
Page 7 of 9 pages
 
 
Mr. Lewis has sole power to vote or direct the vote of and to dispose or direct the disposition of the 500 shares of Common Stock held by him.
 
(c)           The Funds engaged in the following transactions on the open market with respect to the Issuer’s Common Stock:
 
Transaction
  
Number of
  
Price
  
Type of
    
Date
  
Shares
  
per Share
  
Transaction
  
Fund
6/11/10
   16,654     $ 3.94  
Sale
  
Fund I
6/11/10
   150     $ 3.96  
Sale
  
Fund I
6/11/10
   47,346     $ 3.94  
Sale
  
Fund II
6/11/10
   450     $ 3.96  
Sale
  
Fund II
6/11/10
   11,000     $ 3.94  
Sale
  
Fund III
 
Other than the foregoing, no transactions in the Common Stock have been effected by the Reporting Persons in the last sixty (60) days.
 
(d)           Not applicable.
 
(e)           On June 11, 2010, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock.
 
 
Page 8 of 9 pages
 
 
SIGNATURE
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct.
 
Dated: June 15, 2010
 
 
John H. Lewis
  
 
Osmium Partners, LLC
  
 
Osmium Capital, LP
  
 
Osmium Capital II, LP
  
 
Osmium Spartan, LP
  
     
  By:
 /s/ John H. Lewis
  
 
John H. Lewis, for himself and as
  
 
Managing Member of Osmium
  
 
Partners, LLC, for itself and as
  
 
General Partner of Osmium Capital,
  
 
LP, Osmium Capital II, LP and
  
 
Osmium Spartan, LP
  
 
 
Page 9 of 9 pages