-----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, EMDowb8/CHzYkUXBZjVttBOO9wNmBh402ejWtRaXcNKyCaZIbzQRHL1MKlSbGtzV DrbrVEmqiE/OgxspSH6EHw== 0001144204-10-003289.txt : 20100125 0001144204-10-003289.hdr.sgml : 20100125 20100122185146 ACCESSION NUMBER: 0001144204-10-003289 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100125 DATE AS OF CHANGE: 20100122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Faucett Russell B CENTRAL INDEX KEY: 0001354637 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 2001 WILSHIRE BOULEVARD STREET 2: SUITE 401 CITY: SANTA MONICA STATE: CA ZIP: 90403 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USA Mobility, Inc CENTRAL INDEX KEY: 0001289945 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 161694797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80173 FILM NUMBER: 10543090 BUSINESS ADDRESS: STREET 1: 6677 RICHMOND HIGHWAY CITY: ALEXANDRIA STATE: VA ZIP: 22306 BUSINESS PHONE: 703-660-6677 MAIL ADDRESS: STREET 1: 6677 RICHMOND HIGHWAY CITY: ALEXANDRIA STATE: VA ZIP: 22306 FORMER COMPANY: FORMER CONFORMED NAME: Wizards-Patriots Holdings, Inc. DATE OF NAME CHANGE: 20040512 SC 13G 1 v172051_sc-13g.htm SC 13G Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G


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

USA Mobility, Inc.
(Name of Issuer)


Common Stock ($0.0001 par value per share)
 (Title of Class Securities)

90341G103
 (CUSIP Number)


December 31, 2009
(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)
 
ý              Rule 13d-1(c)
 
o              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 disclosure 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).
 

 
Page 2 of 7 Pages

CUSIP No. 90341G103

 
1
Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Russell B. Faucett
 
 
 
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
 
United States of America
 
 
 
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
5
 
Sole Voting Power
1,335,000
 
 
6
 
Shared Voting Power
0
 
 
7
 
Sole Dispositive Power
1,335,000
 
 
8
 
Shared Dispositive Power
0
 
 
9
 
Aggregate Amount Beneficially Owned by Each Reporting Person
1,335,000
 
 
10
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
 
 
11
 
Percent of Class Represented by Amount in Row (9)
5.9%
 
12
 
Type  of Reporting Person (See Instructions)
IN, HC
 
 
Page 3 of 7 Pages
 
Item 1.
 
 
(a)
Name of Issuer
 
USA Mobility, Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices
 
6677 Richmond Highway
Alexandria, Virginia 22306
 
Item 2.
 
 
(a)
Name of Person Filing
 
This statement is being filed by Russell. B. Faucett.  Mr. Faucett is the general partner of a pooled investment vehicle, Barrington Partners, A California Limited Partnership (“Barrington Partners”) and the manager of Barrington Wilshire, LLC (the “GP”), which is the general partner of another pooled investment vehicle, Barrington Investors, L.P. (together with Barrington Partners, the “Funds”).  Barrington Investors, L.P. is the record owner of 858,000 shares of the Common Stock and Barrington Partners is the record owner of 477,000 shares of the Common Stock.  Mr. Faucett controls the Funds by virtue of being the general partner Barrington Partners and the manager of the general partner of Barrington Investors, L.P.
 
Mr. Faucett’s beneficial ownership of the Common Stock of the Issuer is directly a result of his position with the GP and discretionary authority to buy, sell and vote such Common Stock for the Funds.  The beneficial ownership of Mr. Faucett is reported solely because Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended, requires any person who is “directly or indirectly” the beneficial owner of more than five percent of any equity securities of a specified class to file Schedule 13G within the specified time period.  The answers in blocks 5, 7, 9 and 11 above and Item 4 below by Mr. Faucett are given on the basis of the “indirect” beneficial ownership referred to in such Rule, based on the direct beneficial ownership of Common Stock by the Funds and the relationship of Mr. Faucett to the Funds referred to above.
 
 
(b)
Address of Principal Business office or, if None, Residence
 
2001 Wilshire Boulevard, Suite 401
Santa Monica, CA 90403
 
(c)       Citizenship
 
Russell B. Faucett is a U.S. citizen
 
 
 
Page 4 of 7 Pages

 
(d)
Title of Class Securities
 
Common Stock ($0.0001 par value per share)

 
(e)
CUSIP Number
 
90341G103

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

 
(b)
 o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
(c)
 o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
(d)
 o
Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
 
 
(e)
 o
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
 
 
(f)
 o
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).
 
 
(g)
 o
A parent holding company or control person in accordance with     § 240.13d-1(b)(1)(ii)(G).
 
 
(h)
 o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
(i)
 o
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 (15 U.S.C. 80a-3).
 
 
(j)
 o
Group in accordance with § 240.13d-1(b)(ii)(J).
 
Item 4.            Ownership
 
(a) Amount beneficially owned: 1,335,000
 
(b) Percent of class: 5.9%
 
(c) Number of shares to which the person has:
 
 
(i)  Sole power to vote or to direct the vote: 1,335,000
 
 
Page 5 of 7 Pages
 
 
(ii) Shared power to direct the vote: 0
 
 
(iii) Sole power to dispose or to direct the disposition of: 1,335,000
 
 
(iv) Shared power to dispose or to direct the disposition of: 0
 
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 five percent of the class securities, check the following ¨
 
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 or Control Person.
 
 
Mr. Faucett is the control person of the Funds for purposes of this Schedule 13G, and the Funds acquired the security being reported on by Mr. Faucett.  See Exhibit A.
 
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 or with the effect of changing or influencing the control of the issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
Page 6 of 7 Pages
 
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:  January 21, 2010

/s/ Russell B. Faucett                
Russell B. Faucett

 
 
Page 7 of 7 Pages


EXHIBIT A
Identification of Controlled Persons
 
1.  
Barrington Investors, L.P.
 
2.  
Barrington Partners, A California limited partnership
 

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