- Statement of Changes in Beneficial Ownership (4)
28 Juillet 2010 - 8:36PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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February 28, 2011
Estimated average burden
hours per response...
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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
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1. Name and Address of Reporting Person
*
SCHWARZ MARK E
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2. Issuer Name
and
Ticker or Trading Symbol
BELL INDUSTRIES INC /NEW/
[
BI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
__
X
__ Other (specify below)
Chairman
/
see attached explanation
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(Last)
(First)
(Middle)
200 CRESCENT COURT, STE 1400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/27/2010
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(Street)
DALLAS, TX 75201
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock
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$0.02
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7/27/2010
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J
(1)
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10967
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6/13/2008
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1/31/2017
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Common Stock, $.001 par value per share
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3021446
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$0
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3021446
(2)
(3)
(4)
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I
(2)
(3)
(4)
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Newcastle Capital Group/BI Holdings, L.P.
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Explanation of Responses:
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(
1)
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Transaction constitutes a distribution to Schwarz of an approximate.4% limited partnership interest in BILP (which holds the Convertible Note) in satisfaction of a partial redemption as of June 30, 2010.
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(
2)
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The Reporting Persons are members of a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and accordingly may be deemed to beneficially own Shares of the Issuer's Common Stock owned in the aggregate by the other members of the Section 13(d) group. The Section 13(d) group consists of Newcastle Partners, L.P. ("NP"), Newcastle Capital Management, L.P. ("NCM"), Newcastle Capital Group, L.L.C. ("NCG"), BI Holdings, L.P. ("BILP"), Mark E. Schwarz ("Schwarz") and Clinton J. Coleman. Each Reporting Person disclaims beneficial ownership of the shares of the Issuer's Common Stock owned by the other members of the Section 13(d) group except to the extent of its pecuniary interest therein.
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(
3)
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NCM is the general partner of each of NP and BILP. NCG is the general partner of NCM, and Schwarz is the managing member of NCG. Accordingly, each of NCM, NCG and Schwarz may be deemed to beneficially own the shares directly owned by NP and BILP. In addition, by virtue of its interest in BILP, NP may be deemed to beneficially own shares into which a convertible subordinated note due January 31, 2017 (the "Convertible Note") held by BILP is convertible.
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(
4)
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Represents an indirect interest (through the ownership of limited partnership interests in BILP) in the shares of Common Stock of the Issuer into which the Convertible Note held by BILP is presently convertible within 60 days from the date hereof. This amount is inclusive of all shares attributable to any interest in BILP held directly by Mr. Schwarz (10,967).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SCHWARZ MARK E
200 CRESCENT COURT
STE 1400
DALLAS, TX 75201
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X
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X
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Chairman
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see attached explanation
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NEWCASTLE PARTNERS L P
200 CRESCENT COURT
STE 1400
DALLAS, TX 75201
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see attached explanation
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NEWCASTLE CAPITAL MANAGEMENT LP
200 CRESCENT COURT
STE 1400
DALLAS, TX 75201
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see attached explanation
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NEWCASTLE CAPITAL GROUP LLC
200 CRESCENT COURT
STE 1400
DALLAS, TX 75201
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see attached explanation
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Coleman Clinton J
C/O NEWCASTLE CAPITAL MANAGEMENT, L.P.
200 CRESCENT COURT, SUITE 1400
DALLAS, TX 75201
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X
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see attached explanation
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BI Holdings, L.P.
200 CRESCENT COURT
SUITE 200
DALLAS, TX 75201
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see attached explanation
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Signatures
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/s/ Mark E. Schwarz
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7/28/2010
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**
Signature of Reporting Person
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Date
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Newcastle Partners, L.P., By: Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member
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7/28/2010
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**
Signature of Reporting Person
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Date
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Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member
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7/28/2010
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**
Signature of Reporting Person
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Date
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Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member
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7/28/2010
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**
Signature of Reporting Person
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Date
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/s/ Clinton J. Coleman
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7/28/2010
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**
Signature of Reporting Person
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Date
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BI Holdings, L.P.
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7/28/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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