Amended Statement of Ownership (sc 13g/a)
February 08 2013 - 2:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
(Name of issuer)
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Class A Common Stock, $.01 par value
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(Title of class of securities)
(CUSIP number)
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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The
information required in 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 (Act) 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 5
pages
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CUSIP No. 482686102
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13G
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PAGE 2 OF 5 PAGES
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(1)
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Names of reporting persons
Steven B. Nichols
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
7,670,456
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(6)
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Shared voting power
0
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(7)
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Sole dispositive power
7,670,456
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially
owned by each reporting person
7,670,456
(1)
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by
amount in Row (9)
21.8%
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(12)
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Type of reporting person (see
instructions)
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
(1)
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All shares beneficially owned by the Reporting Person are subject to the Support Agreement entered into on January 16, 2013, by and among the Reporting Person, the
other stockholders party thereto, E-Land World Limited and Ian Acquisition Sub, Inc. in connection with the entry by K-Swiss Inc. into that certain Agreement and Plan of Merger, dated January 16, 2013, with E-Land World Limited and Ian Acquisition
Sub, Inc. A copy of the Support Agreement was filed with the Securities and Exchange Commission under cover of Form 8-K by K-Swiss Inc. on January 17, 2013.
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Page 2 of 5
pages
SCHEDULE 13G
Item 1 (a)
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Name of Issuer
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Item 1 (b)
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Address of Issuers Principal Executive Offices
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Westlake Village, CA 91361
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Item 2 (a)
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Name of Person Filing
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Item 2 (b)
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Address of Principal Business Office
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Westlake Village, CA 91361
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Item 2 (d)
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Title of Class of Securities
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Class A Common Stock, $.01 par value (Class A Common Stock). As described in Item 4(b), a portion of the shares of Class A Common Stock are
represented by shares of Class B Common Stock. The Class B Common Stock is not registered under Section 12 of the Exchange Act of 1934, as amended (the Act), but each share of Class B Common Stock is freely convertible into one
share of Class A Common Stock of K-Swiss Inc. at the option of the Class B stockholder. The Class A Common Stock is registered under Section 12 of the Act.
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Item 3
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To be filled out if this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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Page 3 of 5
pages
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(a)
Amount Beneficially Owned
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7,388,930 of the shares of Class A Common Stock beneficially owned by the Reporting Person represent shares of Class B Common Stock owned by the Nichols Family Trust
(the Trust) and 90,200 of the shares are Class A Common Stock owned by the Trust, of which the Reporting Person serves as co-trustee. 63,232 of the shares of Class A Common Stock beneficially owned by the Reporting Person represent
shares of Class B Common Stock held by a trust for the benefit of an individual related to the Reporting Person (Trust 2), of which the Reporting Person also serves as trustee. 1,427 of the shares of Class A Common Stock beneficially
owned by the Reporting Person represent shares owned by a charitable foundation, of which the Reporting Person serves as co-trustee. 126,667 of the shares of Class A Common Stock beneficially owned by the Reporting Person represent shares of Class A
Common Stock issuable upon the exercise of options, which options are currently exercisable or exercisable within 60 days after December 31, 2012 (the Options). If the shares of Class B Common Stock beneficially owned by the Reporting
Person as co-trustee of the Trust and as trustee of Trust 2 were converted into Class A Common Stock, and if all of the Options were exercised, the Reporting Person would beneficially own 21.8% of the outstanding shares of Class A Common Stock.
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( c)
Number of shares as to which such person has
:
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(i)
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sole power to vote or to direct the vote: 7,670,456
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(ii)
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shared power to vote or to direct the vote: 0
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(iii)
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sole power to dispose or to direct the disposition of: 7,670,456
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(iv)
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shared power to dispose or to direct the disposition of: 0
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Item 5
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Ownership of Five Percent or Less of a Class
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Included in the Reporting Persons aggregate amount of 7,670,456 shares owned are (i) 7,388,930 shares of Class B Common Stock and 90,200 shares of Class A Common
Stock owned by the Trust, (ii) 63,232 shares of Class B Common Stock owned by Trust 2, and (iii) 1,427 shares of Class A Common Stock owned by a charitable foundation.
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Page 4 of 5
pages
Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Item 8
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Identification and Classification of Members of the Group
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Item 9
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Notice of Dissolution of Group
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
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Dated: February 8, 2013
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/s/ Steven B. Nichols
Steven B. Nichols
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Page 5 of 5
pages
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