Schedule 13G Amendment No. 3

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LSsZGSjxYFXHJPJ9O5OgF35uzIiUDktmUzlA6IDcpN2CTg6u3AsDeBhxZtg5lErM 7Un6yg7f0xlRlUveiG8sRA== 0001193125-06-036557.txt : 20060222 0001193125-06-036557.hdr.sgml : 20060222 20060222140701 ACCESSION NUMBER: 0001193125-06-036557 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060222 DATE AS OF CHANGE: 20060222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTH JACK CENTRAL INDEX KEY: 0001114575 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1801 CENTURY PARK EAST, SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102038400 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOE PAVILION INC CENTRAL INDEX KEY: 0001051009 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 943289691 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55401 FILM NUMBER: 06635711 BUSINESS ADDRESS: STREET 1: 1380 FITZGERALD DRIVE CITY: PINOLE STATE: CA ZIP: 94564 BUSINESS PHONE: 5102224405 MAIL ADDRESS: STREET 1: 1380 FITZGERALD DRIVE CITY: PINOLE STATE: CA ZIP: 94564 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 3 Schedule 13G Amendment No. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Shoe Pavilion, Inc.

(Name of Insurer)

Common Stock

(Title of Class of Security)

824894109

(CUSIP Number)

February 17, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s 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.

The information required in the remainder of this cover 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 under the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 824894109


1.		Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)

		Jack Roth
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
3.		SEC Use Only


4.		Citizenship or Place of Organization:

		United States


		5. Sole Voting Power

Number of Shares Beneficially Owned by Each Reporting Person with:		555,262 shares
		6. Shared Voting Power

		-0- shares
		7. Sole Dispositive Power

		555,262 shares
		8. Shared Dispositive Power

		136,350 shares


9.		Aggregate Amounts Beneficially Owned by Each Reporting Person

		691,612 shares
10.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)


11.		Percent of Class Represented by Amounts in Row (11)

		9.2%*
12.		Type of Reporting Person (See Instructions)

		IN

*	Based upon 7,499,199 shares of common stock outstanding at February 8, 2006 as disclosed in the Registration Statement on Form S-1 of Shoe Pavilion, Inc. filed with the Securities and Exchange Commission on February 17, 2006.

ITEM 1

(a)

Name of Issuer:

Shoe Pavilion, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

13245 Riverside Drive, Suite 450

Sherman Oaks, California 91423

ITEM 2

(a)

Name of Person Filing:

Jack Roth

(b)

Address of Principal Business Offices or, if none, Residence:

1801 Century Park East

Los Angeles, CA 90067

(c)

Citizenship:

United States

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:

824894109

ITEM 3

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(F)

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-(b)(1)(ii)(G)

(h)

A savings association as defined as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (U.S.C. 801-3)

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J)



ITEM 4.	Ownership

	Provide the following information regarding the aggregate number and percentage of the class of securities the issuer identified in Item 1.

	(a)	Amount beneficially owned:

		691,612 shares

	(b)	Percentage of Class:

		9.2%

	(c)	Number of shares as to which the person has

		(i)	Sole power to vote or direct the vote:

			555,262 shares

		(ii)	Shared power to vote or to direct the vote:

			-0- shares

		(iii)	Sole power to dispose or to direct the disposition of:

			555,262 shares

		(iv)	Shared power to dispose or to direct the disposition of:

			136,350 shares

	Instructions: For computations regarding securities with represent a right to acquire an underlying security see §240.13d-3(d)(1)

ITEM 5	Ownership Of Five Percent Or Less Of Class

	Not Applicable

ITEM 6	Ownership Of More Than Five Percent On Behalf Of Another Person

	Not Applicable

ITEM 7	Identification And Classification Of The Subsidiary Which Acquired The Security Being Reported On By The Parent Holding Company

	Not applicable

ITEM 8	Identification And Classification Of Members Of The Group

	Not applicable

ITEM 9	Notice Of Dissolution Of Group

	Not applicable

ITEM 10	Certification

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Date: February 21, 2006

/s/ JACK ROTH

JACK ROTH

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