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 *

SCHWARZ MARK E
2. Issuer Name and Ticker or Trading Symbol

BELL INDUSTRIES INC /NEW/ [ BI ]
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
(Last)          (First)          (Middle)

200 CRESCENT COURT, STE 1400
3. Date of Earliest Transaction (MM/DD/YYYY)

7/27/2010
(Street)

DALLAS, TX 75201
(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

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
Common Stock   $0.02   7/27/2010     J   (1)    10967       6/13/2008   1/31/2017   Common Stock, $.001 par value per share   3021446   $0   3021446   (2) (3) (4) I   (2) (3) (4) Newcastle Capital Group/BI Holdings, L.P.  

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  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.
( 4)  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).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SCHWARZ MARK E
200 CRESCENT COURT
STE 1400
DALLAS, TX 75201
X X Chairman see attached explanation
NEWCASTLE PARTNERS L P
200 CRESCENT COURT
STE 1400
DALLAS, TX 75201



see attached explanation
NEWCASTLE CAPITAL MANAGEMENT LP
200 CRESCENT COURT
STE 1400
DALLAS, TX 75201



see attached explanation
NEWCASTLE CAPITAL GROUP LLC
200 CRESCENT COURT
STE 1400
DALLAS, TX 75201



see attached explanation
Coleman Clinton J
C/O NEWCASTLE CAPITAL MANAGEMENT, L.P.
200 CRESCENT COURT, SUITE 1400
DALLAS, TX 75201
X

see attached explanation
BI Holdings, L.P.
200 CRESCENT COURT
SUITE 200
DALLAS, TX 75201



see attached explanation

Signatures
/s/ Mark E. Schwarz 7/28/2010
** Signature of Reporting Person Date

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 7/28/2010
** Signature of Reporting Person Date

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 7/28/2010
** Signature of Reporting Person Date

Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member 7/28/2010
** Signature of Reporting Person Date

/s/ Clinton J. Coleman 7/28/2010
** Signature of Reporting Person Date

BI Holdings, L.P. 7/28/2010
** 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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