Amendment No. 2 to Schedule 13D

-----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, EKO0oNvbc2Kr3ScVZlEFzCs9VEezmQST0sDMkbkbLdZeUlaN3p199bGM7B+sxHve +IP6mWsH7Z6HLs2qDocI4A== 0001193125-09-049793.txt : 20090310 0001193125-09-049793.hdr.sgml : 20090310 20090310163121 ACCESSION NUMBER: 0001193125-09-049793 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090310 DATE AS OF CHANGE: 20090310 GROUP MEMBERS: KELLY CAPITAL, LLC GROUP MEMBERS: MICHAEL KELLY 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57387 FILM NUMBER: 09669863 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: Kelly Capital Investments, LLC CENTRAL INDEX KEY: 0001423088 IRS NUMBER: 320147727 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 225 BROADWAY, 18TH FLOOR CITY: SAN DIEGO STATE: CA ZIP: 92101 BUSINESS PHONE: 619-687-5000 MAIL ADDRESS: STREET 1: 225 BROADWAY, 18TH FLOOR CITY: SAN DIEGO STATE: CA ZIP: 92101 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 2)

Rubio’s Restaurants, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

78116B102

(CUSIP Number)

Mr. Louis Alonso

619-687-5000

Kelly Capital, LLC

225 Broadway, 18th Floor

San Diego, CA 92101

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 6, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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 disclosures provided in a prior cover page.

The information required on 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 (the “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 ).


CUSIP NO. 78116B102		Page 2 of 6


1.	NAMES OF REPORTING PERSON Kelly Capital Investments, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION California


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 0 shares of Common Stock
		8. SHARED VOTING POWER
		9. SOLE DISPOSITIVE POWER 0 shares of Common Stock
		10. SHARED DISPOSITIVE POWER


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14.	TYPE OF REPORTING PERSON OO


CUSIP NO. 78116B102		Page 3 of 6


1.	NAMES OF REPORTING PERSON Kelly Capital, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION California


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 0 shares of Common Stock
		8. SHARED VOTING POWER
		9. SOLE DISPOSITIVE POWER 0 shares of Common Stock
		10. SHARED DISPOSITIVE POWER


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14.	TYPE OF REPORTING PERSON OO


CUSIP NO. 78116B102		Page 4 of 6


1.	NAMES OF REPORTING PERSON Michael Kelly
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 0 shares of Common Stock
		8. SHARED VOTING POWER
		9. SOLE DISPOSITIVE POWER 0 shares of Common Stock
		10. SHARED DISPOSITIVE POWER


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14.	TYPE OF REPORTING PERSON IN


CUSIP NO. 78116B102		Page 5 of 6

SCHEDULE 13D/A

This Amendment No. 2 to Schedule 13D (this “Amendment”) relates to the shares of common stock, par value $0.001 (the “Common Stock”), of Rubio’s Restaurants, Inc. (the “Issuer”). This Amendment amends the statement on Schedule 13D previously jointly filed by Kelly Capital Investments, LLC, a California limited liability company (“Kelly Capital Investments”), Kelly Capital, LLC, a California limited liability company (“Kelly Capital”), and Mr. Michael Kelly, an individual and citizen of the United States (“Mr. Kelly” and, together with Kelly Capital Investments and Kelly Capital, the “Reporting Persons”) with the Securities and Exchange Commission on July 10, 2008 (as amended, the “Prior Schedule 13D”).

The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on March 6, 2009 and shall cease to be Reporting Persons pursuant to the Prior Schedule 13D as of the filing of this Amendment.

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby amended by adding the following:

The beneficial ownership of the Common Stock by the Reporting Persons as of the filing of this Amendment is reflected on the cover page, the contents of which are incorporated herein by reference. The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on March 6, 2009.

On March 6, 2009, the Reporting Persons sold 560,635 shares of the Common Stock in a block trade for $3.05 per share. In addition, the Reporting Persons effected the following transaction in the Common Stock in an open market transaction on the date indicated, and as of the date of this Amendment, such transaction is the only transaction in the Common Stock effected by the Reporting Persons in the past sixty days:


Trade Date	Purchase (P) or Sale (S)	Quantity	Price
1/07/2009	S	18,200	$	3.64

Item 7.

Material to be Filed as Exhibits

(1) Joint Filing Agreement by and between Kelly Capital Investments, Kelly Capital and Mr. Kelly (incorporated herein by reference to Exhibit 1 to the Prior Schedule 13D).


CUSIP NO. 78116B102		Page 6 of 6

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.


KELLY CAPITAL INVESTMENTS, LLC

By:		/s/ Michael Kelly
Name:		Michael Kelly
Title:		President

Date:		March 10, 2009

KELLY CAPITAL, LLC

By:		/s/ Michael Kelly
Name:		Michael Kelly
Title:		Chairman and Chief Executive Officer

Date:		March 10, 2009

MICHAEL KELLY

		/s/ Michael Kelly
		Michael Kelly

Date:		March 10, 2009

-----END PRIVACY-ENHANCED MESSAGE-----