0001104659-12-009767.txt : 20120214 0001104659-12-009767.hdr.sgml : 20120214 20120214163115 ACCESSION NUMBER: 0001104659-12-009767 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: GREER TRUST GROUP MEMBERS: LISA GREER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Greer Joshua CENTRAL INDEX KEY: 0001491571 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 100 N. CRESCENT DRIVE #120 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RealD Inc. CENTRAL INDEX KEY: 0001327471 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770620426 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85582 FILM NUMBER: 12610488 BUSINESS ADDRESS: STREET 1: 100 N CRESCENT DR STE 120 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 385-4000 MAIL ADDRESS: STREET 1: 100 N CRESCENT DR STE 120 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FORMER COMPANY: FORMER CONFORMED NAME: Real D DATE OF NAME CHANGE: 20050518 SC 13G/A 1 a12-4782_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

RealD Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

75604L105

(CUSIP Number)

February 8, 2012

(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)

o

Rule 13d-1(c)

x

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 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).

 



 

 

CUSIP No. 75604L105

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)
Joshua Greer

 

 

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
110,813 shares (See Item 4(a) below)

 

6.

Shared Voting Power
2,089,836 shares (See Item 4(a) below)

 

7.

Sole Dispositive Power
110,813 shares (See Item 4(a) below)

 

8.

Shared Dispositive Power
2,376,424 shares (See Item 4(a) below)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,487,237 shares (See Item 4(a) below)

 

 

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)
4.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2



 

CUSIP No. 75604L105

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)
Lisa Greer

 

 

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
0 shares (See Item 4(a) below)

 

6.

Shared Voting Power
2,089,836 shares (See Item 4(a) below)

 

7.

Sole Dispositive Power
0 shares (See Item 4(a) below)

 

8.

Shared Dispositive Power
2,376,424 shares (See Item 4(a) below)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,376,424 shares (See Item 4(a) below)

 

 

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)
4.4%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3



 

CUSIP No. 75604L105

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)
The Greer Trust

 

 

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
Not Applicable

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares (See Item 4(a) below)

 

6.

Shared Voting Power
2,089,836 shares (See Item 4(a) below)

 

7.

Sole Dispositive Power
0 shares (See Item 4(a) below)

 

8.

Shared Dispositive Power
2,089,836 shares (See Item 4(a) below)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,089,836 shares (See Item 4(a) below)

 

 

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)
3.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4



 

Item 1.

 

(a)

Name of Issuer
RealD Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
100 N. Crescent Drive, Suite 200, Beverly Hills, California 90210

 

Item 2.

 

(a)

Name of Person Filing
Joshua Greer

Lisa Greer

The Greer Trust

 

(b)

Address of Principal Business Office or, if none, Residence
100 N. Crescent Drive, Suite 200, Beverly Hills, California 90210

 

(c)

Citizenship
Joshua Greer and Lisa Greer are citizens of the United States of America

 

(d)

Title of Class of Securities
Common, par value $0.0001

 

(e)

CUSIP Number
75604L105

 

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. 78o).

 

(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 of 1940 (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)(1)(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 associations 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

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

5



 

Item 4.

Ownership

The following describes the ownership of Common Stock by Joshua Greer as of February 8, 2012:

 

 

(a)

Amount beneficially owned:   

2,487,237 shares(1) of common stock, which includes: (i) 2,089,836 shares(2) of common stock held by The Greer Trust; and (ii) 397,401 shares(3)(4) of common stock for which Joshua Greer could acquire beneficial ownership within 60 days.

 


 

 

(1) This figure does not include 2,000,000 shares of common stock contributed by the Greer Trust to the JGB Trust, Morgan Stanley Private Bank, National Association, trustee (“Trustee”).  The Trustee has sole voting and dispositive power over these shares, and the trust is irrevocable.  The Reporting Persons disclaim beneficial ownership of these shares of common stock, and this report shall not be deemed an admission that the Reporting Persons are beneficial owners of these shares of common stock for purposes of sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose.

(2) Joshua Greer and Lisa Greer are joint trustees and have shared voting and investment power over all of the shares held by The Greer Trust.

(3) This figure includes 71,647 shares of common stock held by the Lifetime Benefit Trust for Darrow Feldstein #1, the beneficiary of which is the child of Joshua Greer and Lisa Greer; 71,647 shares of common stock held by the Lifetime Benefit Trust for Emily Greer #1, the beneficiary of which is the child of Joshua Greer and Lisa Greer; 71,647 shares of common stock held by the Lifetime Benefit Trust for Halley Crane #1, the beneficiary of which is the child of Joshua Greer and Lisa Greer;  and 71,647 shares of common stock held by the Lifetime Benefit Trust for Jack Greer #1, the beneficiary of which is the child of Joshua Greer and Lisa Greer.  Joshua Greer and Lisa Greer do not have voting or investment power over any of the shares held in these trusts, but do have the power to substitute the assets held in these trusts.  The Reporting Persons disclaim beneficial ownership of these shares of common stock, and this report shall not be deemed an admission that the Reporting Persons are beneficial owners of these shares of common stock for purposes of sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose.

(4) This figure includes 110,813 shares of common stock for which Joshua Greer could acquire beneficial ownership within 60 days through the exercise of stock options and the vesting of restricted stock units.

 

(b)

Percent of class:   

4.6%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

110,813 shares (See Item 4(a) above)

 

 

(ii)

Shared power to vote or to direct the vote    

2,089,836 shares (See Item 4(a) above)

 

 

(iii)

Sole power to dispose or to direct the disposition of   

110,813 shares (See Item 4(a) above)

 

 

(iv)

Shared power to dispose or to direct the disposition of   

2,376,424 shares (See Item 4(a) above)

 

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 of securities, check the following.   x

 

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

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

6



 

Item 10.

Certifications

Not applicable.

 

Exhibits

Exhibit 99.1 Agreement to jointly file Schedule 13G/A.

 

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.

 

 

February 14, 2012

 

Date

 

 

 

/s/ Joshua Greer

 

Joshua Greer

 

 

 

The Greer Trust

 

 

 

/s/ Joshua Greer

 

Joshua Greer, Joint Trustee

 

 

 

/s/ Lisa Greer

 

Lisa Greer, Joint Trustee

 

7


EX-99.1 2 a12-4782_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Agreement to Jointly file Schedule 13G/A

 

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G/A and any future amendments thereto reporting each of the undersigned’s ownership of securities of RealD Inc. and hereby affirm that such Schedule 13G/A is being filed on behalf of each of the undersigned.

 

Date: February 14, 2012

 

 

/s/ Joshua Greer

 

Joshua Greer, Individually

 

 

 

/s/ Joshua Greer

 

Joshua Greer, as Joint Trustee of the Greer Trust