FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SAMSTOCK LLC
2. Issuer Name and Ticker or Trading Symbol

REWARDS NETWORK INC [ DINE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)

10/27/2010
(Street)

CHICAGO, IL 60606
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   10/27/2010     J    1254901   D $0.00   10651   (6) D   (1)  
Common Stock   10/27/2010     J    1254901   A $0.00   1254901   (6) D   (2)  
Common Stock                  135160   D   (3)  
Common Stock                  618100   D   (4)  
Common Stock                  304532   D   (5)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  These shares are owned by Samstock, L.L.C. (the managing member of which is SZ Investments, L.L.C. ("SZI"). SZI is indirectly owned by trusts established for the benefit of Samuel Zell and members of his family (the "Primary Trusts"). The Trustee of the Primary Trusts is Chai Trust Company, LLC ("Chai"), of which Samuel Zell is neither an officer nor a director.
( 2)  These shares are owned by EGI Acquisition, L.L.C. ("EGIA"), the sole member of which is EGI Acquisition Parent, L.L.C. ("Parent"). Parent is owned by the Primary Trusts. The Managing member of Parent is KMJZ Investments, L.L.C., the owners of which are certain trusts (which do not include the Primary Trusts) established for the benefit of Samuel Zell and members of his family, the trustee of which is Chai.
( 3)  These shares are owned by EGI-Fund (00) Investors, L.L.C., the managing member of which is SZI.
( 4)  These shares are owned by EGI-Fund (05-07) Investors, L.L.C., the managing member of which is SZI.
( 5)  These shares are owned by EGI-Fund (08-10) Investors, L.L.C., the managing member of which is SZI.
( 6)  On October 27, 2010, Samstock distributed 1,254,901 shares of common stock of the Issuer to its sole member, SZI, for no consideration. Subsequent to such distribution, the direct and indirect shareholders, members and partners of SZI made corresponding distributions of all such 1,254,901 shares of common stock, each on a pro rata basis for no consideration, to the Primary Trusts. Immediately thereafter, the Primary Trusts contributed all of such 1,254,901 shares of common stock to Parent, which then contributed all of such shares to EGIA.

Remarks:
Additional signatures are described on an exhibit to this Form 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SAMSTOCK LLC
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL 60606

X

EGI-Fund (05-07) Investors, L.L.C.
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL 60606

X

EGI-Fund (08-10) Investors, L.L.C.
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL 60606

X

SZ INVESTMENTS LLC
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL 60606

X

EGI Acquisition, L.L.C.
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL 60606

X

CHAI TRUST CO LLC
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL 60606

X

EGI FUND 00 INVESTORS LLC
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL 60606

X

EGI Acquisition Parent, L.L.C.
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL 60606

X

KMJZ Investments, L.L.C.
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL 60606

X


Signatures
Philip G. Tinkler, Vice President of 10/27/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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