SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

SHUSTEK MICHAEL V

(Last)

(First)

(Middle)

8880 W. SUNSET ROAD

SUITE 200

(Street)

LAS VEGAS

89148

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vestin Realty Mortgage II, Inc [ VRTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/24/2010		P		37,160	A	$1.62⁽¹⁾	1,484,100	D
Common Stock								92,699⁽²⁾	I	Vestin Mortgage, Inc.
Common Stock								10,631⁽³⁾	I	Vestin Realty Mortgage I, Inc.
Common Stock								16,498⁽⁴⁾	I	Vestin Fund III, LLC
Common Stock								75,097	I	Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the weighted average purchase price on transactions that range from $1.55789 to $1.58 per share on August 24, 2010. The reporting person will provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

2. Vestin Mortgage, Inc. holds these shares and Mr. Shustek is the Chairman, President and Chief Executive Officer of Vestin Mortgage, Inc. and indirectly owns all of the capital stock of Vestin Mortgage Inc. through Vestin Group, Inc. a company in which Mr. Shustek is the majority owner.

3. Mr. Shustek owns an approximate 4.7% interest in Vestin Realty Mortgage I, Inc. ("VRM I"), a public company that owns 225,134 shares of Vestin Realty Mortgage II, Inc. ("VRM II"). Mr. Shustek is an executive officer and director of VRM I. The 10,631 shares represent Mr. Shustek's proportionate interest in the shares of VRM II that are owned by VRM I.

4. Mr. Shustek owns an approximate 14.5% interest in Vestin Fund III, LLC ("Fund III"), a company that owns 114,117 shares of VRM II. Mr. Shustek is the Chairman, President and Chief Executive Officer of Vestin Mortgage, Inc., who is the manager of Fund III. The 16,498 shares represent Mr. Shustek's proportionate interest in the shares of VRM II that are owned by Fund III.

	/s/ Michael V. Shustek	08/26/2010
	** 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 Number.