* | 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 the disclosures provided in a prior cover page. |
CUSIP No. 574795100 | 13G | |
1. | Names of Reporting Persons Joe Kiani | ||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | ||
3. | SEC Use Only | ||
4. | Citizenship or Place of Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 6,391,114 | |
6. | Shared Voting Power 9,000 | ||
7. | Sole Dispositive Power 6,391,114 | ||
8. | Shared Dispositive Power 9,000 | ||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,400,114 (1) | ||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
11. | Percent of Class Represented by Amount in Row (9) 11.3%(2) | ||
12. | Type of Reporting Person (See Instructions) IN | ||
(1) | Comprised of (a) 719,241 shares held in the name of the Reporting Person, (b) 3,982,500 shares held in three trusts for which the Reporting Person is the sole trustee and (c) 359,000 shares held in one trust for which the reporting person is not the trustee, (d) 9,000 shares held by an immediate family member of the Reporting Person for which the Reporting Person exercised shared voting and dispositive power, (e) options to purchase 1,320,000 shares of the Issuer’s common stock that were exercisable as of December 31, 2013 or that have or will become exercisable within 60 days after December 31, 2013, and (f) 10,373 shares held for the Reporting Person’s account under the Issuer’s Retirement Savings Plan. |
(2) | Percentage based on the number of shares of the Issuer’s common stock outstanding as of December 28, 2013, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 28, 2013. |
CUSIP No. 574795100 | 13G | |
Item 1. | (a) | Names of Reporting Persons | ||||
Joe Kiani | ||||||
(b) | Address of Issuer’s Principal Executive Offices: | |||||
40 Parker, Irvine, CA 92618 | ||||||
Item 2. | (a) | Name of Person Filing: | ||||
Joe Kiani | ||||||
(b) | Address of Principal Business Office or, if None, Residence: | |||||
40 Parker, Irvine, CA 92618 | ||||||
(c) | Citizenship: | |||||
United States | ||||||
(d) | Title of Class of Securities: | |||||
Common Stock, $0.001 par value | ||||||
(e) | CUSIP Number: | |||||
574795100 | ||||||
Item 3. | If this statement is filed pursuant to §240.13d-1(b) or §§240.13d-2(b) or (c), check whether the person filing is a: | |||||
(a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||
(b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||
(c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||
(d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||||
(e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||||
(g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||||
(h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||||
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||||
(j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). | ||||
(k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: | ||||
CUSIP No. 574795100 | 13G | |
Item 4. | Ownership | ||||
For each Reporting Person: | |||||
(a) | Amount beneficially owned: | ||||
Comprised of (a) 719,241 shares held in the name of the Reporting Person, (b) 3,982,500 shares held in three trusts for which the Reporting Person is the sole trustee and (c) 359,000 shares held in one trust for which the reporting person is not the trustee, (d) 9,000 shares held by an immediate family member of the Reporting Person for which the Reporting Person exercised shared voting and dispositive power, (e) options to purchase 1,320,000 shares of the Issuer’s common stock that were exercisable as of December 31, 2013 or that have or will become exercisable within 60 days after December 31, 2013, and (f) 10,373 shares held for the Reporting Person’s account under the Issuer’s Retirement Savings Plan. | |||||
(b) | Percent of class: | ||||
11.3% | |||||
(c) | Number of shares as to which the person has: | ||||
(i) | Sole power to vote or to direct the vote: | ||||
6,391,114 | |||||
(ii) | Shared power to vote or to direct the vote: | ||||
9,000 | |||||
(iii) | Sole power to dispose or to direct the disposition of : | ||||
6,391,114 | |||||
(iv) | Shared power to dispose or to direct the disposition of : | ||||
9,000 | |||||
Item 5. | Ownership of Five Percent or Less of a Class | ||||
N/A | |||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person | ||||
The immediate family member of the Reporting Person described in Item 4 is entitled to receive dividends and sales proceeds. | |||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person | ||||
N/A | |||||
Item 8. | Identification and Classification of Members of the Group | ||||
N/A | |||||
Item 9. | Notice of Dissolution of Group | ||||
N/A | |||||
Item 10. | Certifications | ||||
N/A | |||||
CUSIP No. 574795100 | 13G | |
February 14, 2014 |
Date |
/s/ Mark P. de Raad |
Signature |
Mark P. de Raad |
Mark P. de Raad |