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
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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*
HURWITZ CHARLES E

(Last) (First) (Middle)
1330 POST OAK BOULEVARD, SUITE 2000

(Street)
HOUSTON TX 77056-3058

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MAXXAM INC [ MXM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 11/30/2009 J(1) 736,046 D $0(1) 315,684(2) D
Common Stock 11/30/2009 J(1) 736,046 A $0(1) 2,451,714(3) I See footnote(3)
Common Stock 46,277 I See footnote(4)
Common Stock 2,008.8 I See footnote(5)
Common Stock 2,008.8 I See footnote(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A $.05 Non-Cumulative Partic'g Convert Preferred Stock (7) 11/30/2009 J(1) 662,441 (7) (7) Common Stock 662,441 $0(1) 662,441(8) D
Class A $.05 Non-Cumulative Partic'g Convert Preferred Stock (7) 11/30/2009 J(1) 662,441 (7) (7) Common Stock 662,441 $0(1) 0(9) I See footnote(9)
1. Name and Address of Reporting Person*
HURWITZ CHARLES E

(Last) (First) (Middle)
1330 POST OAK BOULEVARD, SUITE 2000

(Street)
HOUSTON TX 77056-3058

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board & CEO
1. Name and Address of Reporting Person*
GIDDEON HOLDINGS INC

(Last) (First) (Middle)
1330 POST OAK BOULEVARD, SUITE 2000

(Street)
HOUSTON TX 77056-3058

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Joint Filer
1. Name and Address of Reporting Person*
GILDA INVESTMENTS LLC

(Last) (First) (Middle)
1330 POST OAK BOULEVARD, SUITE 2000

(Street)
HOUSTON TX 77056-3058

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Joint Filer
Explanation of Responses:
1. On April 17, 2009, Mr. Hurwitz and Gilda Investments, LLC ("Gilda") agreed to exchange (the "Exchange") 736,046 shares of the Issuer's Common Stock (the "Common Stock") held by Gilda for 662,441 shares of the Issuer's Class A $.05 Non-Cumulative Participating Convertible Preferred Stock (the "Class A Preferred Stock") held by Mr. Hurwitz. The Exchange was reported on a Form 4 dated April 21, 2009. On November 30, 2009, Mr. Hurwitz and Gilda rescinded the Exchange. This Form 4 reflects such rescission.
2. Reflects the shares of Common Stock held directly by Mr. Hurwitz as a result of the rescission described in footnote (1).
3. Reflects the aggregate shares of Common Stock held by Gilda as a result of the rescission described in footnote (1). Gilda is a member-managed limited liability company of which Giddeon Holdings, Inc. ("Giddeon") is the sole member. Giddeon is wholly owned by Mr. Hurwitz, members of his immediate family and trusts for their benefit.
4. Reflects the shares of Common Stock held directly by Mr. Hurwitz's spouse. Mr. Hurwitz disclaims beneficial ownership of these shares.
5. 46,500 shares of Common Stock are owned by the Hurwitz Investment Partnership L.P. ("HIP"). Mr. Hurwitz and his spouse each hold a 4.32% interest as general partners in the HIP. These shares represent the shares of Common Stock indirectly held by Mr. Hurwitz through the HIP.
6. See footnote (5). These shares represent the shares of Common Stock held indirectly by Mr. Hurwitz's spouse through the HIP. Mr. Hurwitz disclaims beneficial ownership of these shares.
7. Shares of Class A Preferred Stock are convertible at any time into Common Stock on a share-for-share basis.
8. Reflects the shares of Class A Preferred Stock held by Mr. Hurwitz as a result of the rescission described in footnote (1).
9. Reflects the shares of Class A Preferred Stock held by Gilda as a result of the rescission described in footnote (1). See footnote (3) for information regarding Gilda.
Remarks:
/s/ Charles E. Hurwitz 12/01/2009
/s/ Charles E. Hurwitz, President of Giddeon Holdings, Inc. 12/01/2009
/s/ Charles E. Hurwitz, President of Giddeon Holdings, Inc. as Sole Member of Gilda Investments, LLC 12/01/2009
** 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).
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