FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
GRILL CONCEPTS INC [ GRIL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 07/16/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 07/16/2007 | P | 113,560 | A | $7 | 113,560 | D(1)(2)(3) | |||
Common Stock | 923,873 | I(1)(2)(3) | By Eaturna LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 Warrants (right to buy) | $8.05 | 07/16/2007 | P | 39,746 | 07/16/2007 | 07/16/2012 | Common Stock | 39,746 | $0.125 | 39,746 | D(2)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Eaturna LLC ("Eaturna") is the record holder of 923,873 shares of common stock of the Issuer. Together, Eaturna Holdings LLC ("Eaturna Holdings") and Good Tasting LLC ("Good Tasting") have the power to elect a majority of the members of the board of directors of Eaturna, and in such capacity may be deemed to share beneficial ownership of any of the shares of common stock of the Issuer owned of record by Eaturna, but disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein. |
2. On July 16, 2007, Good Tasting purchased 113,560 shares of common stock ("shares") and 39,746 warrants to purchase common stock ("warrants") of the Issuer. As the sole member of Good Tasting, Lori A. Milken may be deemed to share beneficial ownership of any of the shares (including warrants) that Good Tasting may beneficially own or be deemed to beneficially own, but disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein. Michael R. Milken is the spouse of Ms. Milken. Mr. Milken may be deemed to share the power to vote and dispose of any of the shares of common stock of the Issuer that Ms. Milken, Eaturna Holding or Good Tasting may beneficially own or be deemed to beneficially own, but disclaims beneficial ownership of these securities. Mr. Milken does not have any pecuniary interest in the securities. |
3. On July 16, 2007, Tuscany Oaks Partners I, LLC ("Tuscany Oaks") purchased 198,000 shares and 69,300 warrants. Mr. Robert Fell is the manager of Tuscany Oaks and also is a member and director of Eaturna. The members of Tuscany Oaks are (i) certain members of Eaturna (or their affiliates) and (ii) an entity in which an affiliate of a member of Eaturna has an economic interest. Eaturna, Eaturna Holdings, Good Tasting, Lori Milken, Michael Milken, Tuscany Oaks and Mr. Fell may be deemed to be a "group" for purposes of Section 13 of the Securities Exchange Act of 1934. Mr. Milken disclaims that he is a member of a group with the other Reporting Persons with respect to such Shares. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, a Reporting Person is the beneficial owner of equity securities covered by this statement that are beneficially owned, directly or indirectly, by any other person. |
/s/ Ralph Finerman, Manager of Good Tasting LLC | 07/16/2007 | |
/s/ Robert M. Fell, Chairman Eaturna LLC | 07/16/2007 | |
/s/ Ralph Finerman, Manager of Eaturna Holdings LLC | 07/16/2007 | |
/s/ Lori A. Milken, as individual | 07/16/2007 | |
/s/ Michael R. Milken, as individual | 07/16/2007 | |
** 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 Number. |