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*
SAMSTOCK LLC

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REWARDS NETWORK INC [ DINE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2010
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 10/27/2010 J 1,254,901 D $0.00 10,651(6) D(1)
Common Stock 10/27/2010 J 1,254,901 A $0.00 1,254,901(6) D(2)
Common Stock 135,160 D(3)
Common Stock 618,100 D(4)
Common Stock 304,532 D(5)
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
1. Name and Address of Reporting Person*
SAMSTOCK LLC

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EGI-Fund (05-07) Investors, L.L.C.

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EGI-Fund (08-10) Investors, L.L.C.

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

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

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EGI Acquisition, L.L.C.

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CHAI TRUST CO LLC

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EGI FUND 00 INVESTORS LLC

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EGI Acquisition Parent, L.L.C.

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KMJZ Investments, L.L.C.

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares are owned by Samstock, L.L.C. (the managing member of which is SZ Investments, L.L.C. ("SZI"). SZI is indirectly owned by trusts established for the benefit of Samuel Zell and members of his family (the "Primary Trusts"). The Trustee of the Primary Trusts is Chai Trust Company, LLC ("Chai"), of which Samuel Zell is neither an officer nor a director.
2. These shares are owned by EGI Acquisition, L.L.C. ("EGIA"), the sole member of which is EGI Acquisition Parent, L.L.C. ("Parent"). Parent is owned by the Primary Trusts. The Managing member of Parent is KMJZ Investments, L.L.C., the owners of which are certain trusts (which do not include the Primary Trusts) established for the benefit of Samuel Zell and members of his family, the trustee of which is Chai.
3. These shares are owned by EGI-Fund (00) Investors, L.L.C., the managing member of which is SZI.
4. These shares are owned by EGI-Fund (05-07) Investors, L.L.C., the managing member of which is SZI.
5. These shares are owned by EGI-Fund (08-10) Investors, L.L.C., the managing member of which is SZI.
6. On October 27, 2010, Samstock distributed 1,254,901 shares of common stock of the Issuer to its sole member, SZI, for no consideration. Subsequent to such distribution, the direct and indirect shareholders, members and partners of SZI made corresponding distributions of all such 1,254,901 shares of common stock, each on a pro rata basis for no consideration, to the Primary Trusts. Immediately thereafter, the Primary Trusts contributed all of such 1,254,901 shares of common stock to Parent, which then contributed all of such shares to EGIA.
Remarks:
Additional signatures are described on an exhibit to this Form 4.
Philip G. Tinkler, Vice President of 10/27/2010
** 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.
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