UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
K-Swiss Inc. |
(Name of issuer)
Class A Common Stock, $.01 par value |
(Title of class of securities)
482686102 |
(CUSIP number)
December 31, 2011 |
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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).
Page 1 of 5 pages
CUSIP No. 482686102
|
13G | PAGE 2 OF 5 PAGES |
(1) |
Names of reporting persons
Nichols Family Trust | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Citizenship or place of organization
California | |||||
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
7,479,130 | ||||
(6) | Shared voting power
0 | |||||
(7) | Sole dispositive power
7,479,130 | |||||
(8) | Shared dispositive power
0 | |||||
(9) |
Aggregate amount beneficially owned by each reporting person
7,479,130 | |||||
(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
¨ | |||||
(11) |
Percent of class represented by amount in Row (9)
21.4% | |||||
(12) |
Type of reporting person (see instructions)
OO (Trust) |
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
SCHEDULE 13G
Item 1 (a) | Name of Issuer |
K-Swiss Inc. |
Item 1 (b) | Address of Issuers Principal Executive Offices |
31248 Oak Crest Drive |
Westlake Village, CA 91361 |
Item 2 (a) | Name of Person Filing |
Nichols Family Trust |
Item 2 (b) | Address of Principal Business Office |
c/o K-Swiss Inc. |
31248 Oak Crest Drive |
Westlake Village, CA 91361 |
Item 2 (c) | Citizenship |
Organized under the laws of the |
State of California |
Item 2 (d) | Title of Class of Securities |
Class A Common Stock, $.01 par value (Class A Common Stock). As described in Item 4(b), a portion of the shares of Class A Common Stock are represented by shares of Class B Common Stock. The Class B Common Stock is not registered under Section 12 of the Exchange Act of 1934, as amended (the Act), but each share of Class B Common Stock is freely convertible into one share of Class A Common Stock of K-Swiss Inc. at the option of the Class B stockholder. The Class A Common Stock is registered under Section 12 of the Act. |
Item 2 (e) | CUSIP Number |
482686102 |
Item 3 | To be filled out if this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable. |
Page 3 of 5 pages
Item 4 | Ownership |
(a) Amount Beneficially Owned: |
7,479,130 |
(b) Percent of Class: |
7,388,930 of the shares of Class A Common Stock beneficially owned by the Reporting Person represent shares of Class B Common Stock owned by the Reporting Person. 90,200 of the shares are Class A Common Stock beneficially owned by the Reporting Person. If the shares of Class B Common Stock beneficially owned by the Reporting Person were converted into Class A Common Stock, the Reporting Person would beneficially own 21.4% of the outstanding shares of Class A Common Stock. |
( c) Number of shares as to which such person has: |
(i) | sole power to vote or to direct the vote: 7,479,130 |
(ii) | shared power to vote or to direct the vote: 0 |
(iii) | sole power to dispose or to direct the disposition of: 7,479,130 |
(iv) | shared power to dispose or to direct the disposition of: 0 |
Item 5 | Ownership of Five Percent or Less of a Class |
Not Applicable. |
Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Steven Nichols and Harriet Nichols, as trustors and beneficiaries of the Reporting Person, a revocable trust, and Steven Nichols, as trustee of the Reporting Person, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 7,388,930 shares of Class B Common Stock and 90,200 shares of Class A Common Stock owned by the Reporting Person. |
Page 4 of 5 pages
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. |
Item 10 | Certification. |
Not applicable. |
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.
Dated: February 10, 2012 | /s/ Steven B. Nichols Steven B. Nichols Trustee for Nichols Family Trust |
Page 5 of 5 pages