SEC FORM 4

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^*

FLAX LARRY S

(Last)

(First)

(Middle)

6053 WEST CENTURY BLVD 11TH FLOOR

(Street)

LOS ANGELES

90045

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CALIFORNIA PIZZA KITCHEN, INC. [ CPKI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-Chairman & Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/05/2011		G	V	5,000	D	$0	774,717	I	By Self as Trustee for the Larry S. Flax Revocable Trust
Common Stock	07/07/2011		U		721,384	D	$18.5	53,333	I	By Self as Trustee for the Larry S. Flax Revocable Trust
Common Stock	07/07/2011		S⁽¹⁾		53,333	D	$18.5	0	I	By Self as Trustee for the Larry S. Flax Revocable Trust
Common Stock	04/05/2011		G	V	5,000	A	$0	187,835	I	By Joan Gillette Flax Family Trust of 1990
Common Stock	07/07/2011		U		187,835	D	$18.5	0	I	By Joan Gillette Flax Family Trust of 1990
Common Stock	07/07/2011		U		61,173	D	$18.5	0	I	By Self as Trustee for the Rosenfield Children's Trust DTD 12/28/89
Common Stock	07/07/2011		U		8,328	D	$18.5	0	D
Common Stock	07/07/2011		M		450,000	A	$15.52	450,000	D
Common Stock	07/07/2011		F		377,514	D	$18.5	72,486	D
Common Stock	07/07/2011		D		72,486	D	$18.5	0	D
Common Stock	07/07/2011		M		450,000	A	$15.74	450,000	D
Common Stock	07/07/2011		F		382,865	D	$18.5	67,135	D
Common Stock	07/07/2011		D		67,135	D	$18.5	0	D
Common Stock	07/07/2011		M		150,000	A	$12.63	150,000	D
Common Stock	07/07/2011		F		102,405	D	$18.5	47,595	D
Common Stock	07/07/2011		D		47,595	D	$18.5	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$15.52	07/07/2011		M			450,000	04/11/2008⁽²⁾	04/11/2015	Common Stock	450,000	$0	0	D
Employee Stock Option (right to buy)	$15.74	07/07/2011		M			450,000	04/11/2005	12/29/2014	Common Stock	450,000	$0	0	D
Employee Stock Option (right to buy)	$12.63	07/07/2011		M			150,000	09/03/2004⁽³⁾	03/03/2014	Common Stock	150,000	$0	0	D

Explanation of Responses:

1. The shares were transferred to CPK Merger Sub Inc. pursuant to the Stockholder Tender and Support Agreement, dated May 24, 2011, among the Registrant, CPK Holdings Inc., CPK Merger Sub Inc. and the reporting person.

2. The option became exercisable as to 1/5 of the underlying shares on this date and became exercisable as to an additional 1/10 of the underlying shares quarterly thereafter.

3. The option became exercisable as to 1/8 of the underlying shares on this date and became exercisable as to an additional 1/8 of the underlying shares semi-annually thereafter.

	/s/ Larry S. Flax	07/11/2011
	** 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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