UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 13F

                              FORM 13F Cover Page


          Report for the Calendar Year or Quarter Ended March 31, 2011

Check here if Amendment:              |_|; Amendment Number: ____

This  Amendment  (Check  only  one):  |_|  is a restatement
                                      |_|  adds new holding entries.

Institutional Manager Filing this Report:


Name:     Obrem Capital Management, LLC*

Address:  733 Third Avenue
          11th Floor
          New York, New York 10017


13F File Number: 028-13306

The  institutional  investment manager filing this report and the person by whom
it  is  signed hereby represent that the person signing the report is authorized
to  submit  it,  that  all  information  contained  herein  is true, correct and
complete,  and  that  it  is  understood  that  all  required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:   Andrew Rechtschaffen
Title:  Managing Member
Phone:  (646) 454-5312


Signature, Place and Date of Signing:

/s/ Andrew Rechtschaffen         New York, New York          May 10, 2011
-----------------------     --------------------------    ----------------------
     [Signature]                   [City, State]                   [Date]


*  As  of  March 31, 2011, Obrem Capital Management, LLC has been liquidated and
does  not have any holdings to report. As a result, no further Form 13Fs will be
filed on behalf of Obrem Capital Management, LLC.





Report Type: (Check only one):

[X]      13F  HOLDINGS  REPORT.  (Check  here  if all holdings of this reporting
         manager are reported in this report).

[_]      13F NOTICE. (Check here if no holdings reported are in this report, and
         all holdings are reported by other reporting managers(s).)

[_]      13F  COMBINATION  REPORT.  (Check here if a portion of the holdings for
         this  reporting  manager  are reported in this report and a portion are
         reported by other reporting manager(s).)

List of Other Managers Reporting for this Manager: NONE


                             Form 13F SUMMARY PAGE


Report Summary:

Number of Other Included Managers:       1

Form 13F Information Table Entry Total:  0

Form 13F Information Table Value Total:  $0
                                         (thousands)


List of Other Included Managers:

Provide  a  numbered  list  of  the  name(s)  and Form 13F file number(s) of all
institutional  investment  managers  with respect to which this report is filed,
other than the manager filing this report.

No.         Form 13F File Number          Name

1.          028-13307                     Obrem Capital (QP), LP

SK 25940 0001 1195023