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^*

TAYLOR LESTER E JR

(Last)

(First)

(Middle)

10450 TRABUCO ST.

(Street)

BELLFLOWER

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
US DRY CLEANING CORP [ UDRY ]

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)
12/31/2008

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)
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⁽¹⁾	09/19/2008		P		6,800	A	$0.51	35,012,167	D
Common Stock⁽¹⁾	10/17/2008		P		11,000	A	$0.28	35,012,167	D
Common Stock⁽¹⁾	10/20/2008		P		36,000	A	$0.284	35,012,167	D
Common Stock⁽¹⁾	09/19/2008		P		2,000	A	$0.55	35,012,167	I	By Taylor Trust⁽²⁾
Common Stock⁽¹⁾	11/18/2008		P		27,501	A	$0.217	35,012,167	I	By Taylor Trust⁽²⁾
Common Stock⁽¹⁾	11/19/2008		P		22,000	A	$0.19	35,012,167	I	By Taylor Trust⁽²⁾
Common Stock⁽¹⁾	10/20/2008		P		57,000	A	$0.25	35,012,167	I	By Park Place⁽³⁾
Common Stock⁽¹⁾	10/22/2008		P		3,100	A	$0.25	35,012,167	I	By Park Place⁽³⁾

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)
Series B Preferred Stock⁽¹⁾	$0.32	12/31/2008		J⁽⁵⁾		8,421		12/31/2008	⁽¹³⁾	Common Stock	2,631,563	⁽⁵⁾	35,012,167	I	By Setal 1⁽⁴⁾
Series B Preferred Stock⁽¹⁾	$0.32	12/31/2008		J⁽⁵⁾		6,316		12/31/2008	⁽¹³⁾	Common Stock	1,973,750	⁽⁵⁾	35,012,167	I	By Setal 2⁽⁴⁾
Series B Preferred Stock⁽¹⁾	$0.32	12/31/2008		J⁽⁵⁾		10,526		12/31/2008	⁽¹³⁾	Common Stock	3,289,375	⁽⁵⁾	35,012,167	I	By Setal 3⁽⁴⁾
Series B Preferred Stock⁽¹⁾	$0.32	12/31/2008		J⁽⁵⁾		8,421		12/31/2008	⁽¹³⁾	Common Stock	2,631,563	⁽⁵⁾	35,012,167	I	By Setal 4⁽⁴⁾
Series B Preferred Stock⁽¹⁾	$0.32	12/31/2008		J⁽⁵⁾		6,316		12/31/2008	⁽¹³⁾	Common Stock	1,973,750	⁽⁵⁾	35,012,167	I	By Setal 5⁽⁴⁾
Series B Preferred Stock⁽¹⁾	$0.32	12/31/2008		J⁽⁵⁾		1,050		12/31/2008	⁽¹³⁾	Common Stock	328,125	⁽⁵⁾	35,012,167	I	By Taylor Trust⁽²⁾
Series B Preferred Stock⁽¹⁾	$0.32	12/31/2008		J⁽⁵⁾		1,050		12/31/2008	⁽¹³⁾	Common Stock	328,125	⁽⁵⁾	35,012,167	I	By Park Place⁽³⁾
Convertible Promissory Note⁽¹⁾	⁽⁶⁾	12/31/2008		J⁽⁵⁾		$815,920		12/31/2008	⁽¹³⁾	Common Stock	2,549,750⁽¹¹⁾	⁽¹²⁾	35,012,167	I	By Setal 1⁽⁴⁾
Convertible Promissory Note⁽¹⁾	⁽⁷⁾	12/31/2008		J⁽⁵⁾		$1,041,616		12/31/2008	⁽¹³⁾	Common Stock	2,519,034⁽¹⁾	⁽¹²⁾	35,012,167	I	By Setal 2⁽⁴⁾
Convertible Promissory Note⁽¹⁾	⁽⁸⁾	12/31/2008		J⁽⁵⁾		$1,890,329		12/31/2008	⁽¹³⁾	Common Stock	4,403,612⁽¹¹⁾	⁽¹²⁾	35,012,167	I	By Setal 3⁽⁴⁾
Convertible Promissory Note⁽¹⁾	⁽⁹⁾	12/31/2008		J⁽⁵⁾		$1,474,517		12/31/2008	⁽¹³⁾	Common Stock	3,472,686⁽¹¹⁾	⁽¹²⁾	35,012,167	I	By Setal 4⁽⁴⁾
Convertible Promissory Note⁽¹⁾	⁽¹⁰⁾	12/31/2008		J⁽⁵⁾		$1,008,686		12/31/2008	⁽¹³⁾	Common Stock	2,475,237⁽¹¹⁾	⁽¹²⁾	35,012,167	I	By Setal 5⁽⁴⁾

1. Name and Address of Reporting Person^*

TAYLOR LESTER E JR

(Last)

(First)

(Middle)

10450 TRABUCO ST.

(Street)

BELLFLOWER

(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^*

TAYLOR DIANE M

(Last)

(First)

(Middle)

10450 TRABUCO ST.

(Street)

BELLFLOWER

(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^*

TAYLOR FAMILY TRUST

(Last)

(First)

(Middle)

10450 TRABUCO ST.

(Street)

BELLFLOWER

(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^*

Park Place Services

(Last)

(First)

(Middle)

10450 TRABUCO ST.

(Street)

BELLFLOWER

(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^*

SETAL 1 LLC

(Last)

(First)

(Middle)

10450 TRABUCO ST.

(Street)

BELLFLOWER

(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^*

SETAL 2 LLC

(Last)

(First)

(Middle)

10450 TRABUCO ST.

(Street)

BELLFLOWER

(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^*

SETAL 3 LLC

(Last)

(First)

(Middle)

10450 TRABUCO ST.

(Street)

BELLFLOWER

(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^*

SETAL 4 LLC

(Last)

(First)

(Middle)

10450 TRABUCO ST.

(Street)

BELLFLOWER

(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^*

SETAL 5 LLC

(Last)

(First)

(Middle)

10450 TRABUCO ST.

(Street)

BELLFLOWER

(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^*

Setal 6, LLC

(Last)

(First)

(Middle)

10450 TRABUCO ST.

(Street)

BELLFLOWER

(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. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission.

2. As the trustees of the Taylor Family Trust (the "Taylor Trust") Lester E. Taylor, Jr. ("Lester") and Diane M. Taylor ("Diane") are deemed to beneficially own the securities beneficially owned by the Taylor Trust.

3. As the general partners of Park Place Services ("Park Place") Lester and Clyde Wilson are deemed to beneficially own the securities beneficially owned by Park Place.

4. As the sole manager of Setal 1, LLC ("Setal 1"), Setal 2, LLC ("Setal 2"), Setal 3, LLC ("Setal 3"), Setal 4, LLC ("Setal 4"), Setal 5, LLC ("Setal 5") and Setal 6, LLC ("Setal 6") (collectively, the "Setals"), Lester is deemed to beneficially own the securities beneficially owned by the Setals.

5. Pursuant to the terms of a Securities Exchange Agreement with Issuer, Setal 1, Setal 2, Setal 3, Setal 4, Setal 5, Park Place, and the Taylor Trust agreed to exchange their respective convertible promissory notes due from Issuer for new convertible promissory notes and shares of Issuer's Series B Preferred Stock, which Series B Preferred Stock is convertible into shares of Common Stock.

6. The first $842,105 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75.

7. The first $631,579 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75.

8. The first $1,052,632 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75.

9. The first $842,105 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75.

10. The first $631,579 of principal and accrued interest under the note is convertible into shares of Common Stock at a conversion price equal to $0.32 and any amount of principal and accrued interest in excess of such amount is convertible into shares of Common Stock at a conversion price equal to $0.75.

11. Based on the outstanding balance of the convertible note eligible for conversion as of December 31, 2008.

12. Price of derivative equal to monies loaned pursuant to the convertible note.

13. N/A

	Lester E. Taylor Jr., Individually and as Trustee of the Taylor Family Trust	10/07/2010
	Diane M. Taylor, Individually and as Trustee of the Taylor Family Trust	10/07/2010
	Park Place Services by Lester E. Taylor, Jr., General Partner	10/07/2010
	Setal 1, LLC, by Lester E. Taylor Jr., Manager	10/07/2010
	Setal 2, LLC, by Lester E. Taylor Jr., Manager	10/07/2010
	Setal 3, LLC, by Lester E. Taylor Jr., Manager	10/07/2010
	Setal 4, LLC, by Lester E. Taylor Jr., Manager	10/07/2010
	Setal 5, LLC, by Lester E. Taylor Jr., Manager	10/07/2010
	Setal 6, LLC, by Lester E. Taylor Jr., Manager	10/07/2010
	** 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).
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