-----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, TfiNiGqFQMgh+yNpbAaFNlZuEKmg4+Auc4xkf3c/i/Pmt+8CUMd/KbYweggUTOYr gCzV9WxMKekIQ/MTpS8UvQ== 0000950137-07-000715.txt : 20070123 0000950137-07-000715.hdr.sgml : 20070123 20070123152749 ACCESSION NUMBER: 0000950137-07-000715 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070123 DATE AS OF CHANGE: 20070123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RUBIOS RESTAURANTS INC CENTRAL INDEX KEY: 0001082423 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 330100303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57387 FILM NUMBER: 07546369 BUSINESS ADDRESS: STREET 1: 1902 WRIGHT PL STREET 2: STE 300 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7609298226 MAIL ADDRESS: STREET 1: 1902 WRIGHT PL STREET 2: STE 300 CITY: CARLSBAD STATE: CA ZIP: 92008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brightleaf Capital LLC CENTRAL INDEX KEY: 0001387118 IRS NUMBER: 010686670 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 324 BLACKWELL STREET, SUITE 520 CITY: DURHAM STATE: NC ZIP: 27701 BUSINESS PHONE: 919.401.6501 MAIL ADDRESS: STREET 1: 324 BLACKWELL STREET, SUITE 520 CITY: DURHAM STATE: NC ZIP: 27701 SC 13G 1 c11643bsc13g.htm SCHEDULE 13G sc13g
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.        )1

RUBIO’S RESTAURANTS, INC.
(Name of Issuer)
Common Stock , $0.001 par value
(Title of Class of Securities)
78116B102
(CUSIP Number)
December 31, 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:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

1 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 page 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 of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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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1   NAMES OF REPORTING PERSONS:
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    Brightleaf Capital LLC
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  5   SOLE VOTING POWER:
     
NUMBER OF   507,435
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   507,435
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  507,435
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  5.2%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO

 

                     
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Item 1.
         
(a)
  Name of Issuer:   Rubio’s Restaurants, Inc.
(b)
  Address of Issuer’s Principal Executive Offices:   1902 Wright Place, Suite 300
 
      Carlsbad, California 92008
Item 2.
(a) – (c) Name, Principal Business Address and Citizenship of Person Filing:
Brightleaf Capital LLC
324 Blackwell Street, Suite 520
Durham, NC 27701
Citizenship: Delaware
(d) Title of Class of Securities: Common Stock, $0.001 par value
(e) CUSIP Number: 78116B102
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) – (j) Not Applicable.
Item 4. Ownership.
(a)   Amount beneficially owned: Brightleaf Capital LLC is the beneficial owner of 507,435 shares of Common Stock, $0.001 par value, of Rubio’s Restaurants, Inc., which are held of record by Brightleaf Partners Limited Partnership. Brightleaf Capital LLC manages the investments for Brightleaf Partners Limited Partnership. The reporting person has not acquired the securities in Rubio’s Restaurants, Inc. with the purpose, or with the effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect.
(b)   Percent of class: 5.2% (Based upon 9,774,906 shares of Common Stock, $0.001 par value, outstanding as of November 1, 2006 as disclosed in the Rubio’s Restaurants, Inc. Quarterly Report on Form 10-Q for the quarter ended September 24, 2006.)
(c)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 507,435
 
  (ii)   Shared power to vote or to direct the vote: 0
 
  (iii)   Sole power to dispose or to direct the disposition of: 507,435
 
  (iv)   Shared power to dispose or direct the disposition of: 0

 

 

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Item 5. Ownership of Five Percent or Less of a Class.
     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. o
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
     Brightleaf Capital LLC is the beneficial owner of 507,435 shares of Common Stock, $0.001 par value, of Rubio’s Restaurants, Inc., which are held of record by Brightleaf Partners Limited Partnership. Brightleaf Capital LLC manages the investments for Brightleaf Partners Limited Partnership.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     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.

 

 

                     
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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.
             
              January 22, 2007    
         
 
  Date        
 
            
    Brightleaf Capital LLC    
 
            
 
  By:   /s/ Evan Jones    
 
           
    Name: Evan Jones    
    Title: Managing Member    

 

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