0000897069-16-000631.txt : 20160205 0000897069-16-000631.hdr.sgml : 20160205 20160205141319 ACCESSION NUMBER: 0000897069-16-000631 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160205 DATE AS OF CHANGE: 20160205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POPE RESOURCES LTD PARTNERSHIP CENTRAL INDEX KEY: 0000784011 STANDARD INDUSTRIAL CLASSIFICATION: FORESTRY [0800] IRS NUMBER: 911313292 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-37192 FILM NUMBER: 161391620 BUSINESS ADDRESS: STREET 1: 19950 7TH AVENUE NE STREET 2: SUITE 200 CITY: POULSBO STATE: WA ZIP: 98370 BUSINESS PHONE: 360-697-6626 MAIL ADDRESS: STREET 1: 19950 7TH AVENUE NE STREET 2: SUITE 200 CITY: POULSBO STATE: WA ZIP: 98370 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAHL JAMES H CENTRAL INDEX KEY: 0000933422 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 1200 RIVERPLACE BLVD SUITE 902 STREET 2: 1200 RIVERPLACE BLVD SUITE 902 CITY: JACKSONVILLE STATE: FL ZIP: 32207 SC 13G 1 pope.htm pope.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
 
Pope Resources, a Delaware Limited Partnership
(Name of Issuer)
 
Partnership Units
(Title of Class of Securities)
 
 
732857 10 7
 
(CUSIP Number)
 
December 31, 2015
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
       o               Rule 13d-1(b)
 
       x               Rule 13d-1(c)
 
        o              Rule 13d-1(d)
 
*           The remainder of this cover page shall be filled out for a reporting person’s 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).
 

 


(Continued on following page(s))
Page 1 of 8 Pages



 
 



CUSIP No. 732857 10 7
 


1
NAME OF REPORTING PERSONS
 
James H. Dahl
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    (a)   x
                                                  (b)   o
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
360,231 (Notes 1 and 2)
6
SHARED VOTING POWER
 
153,971 (Note 3)
7
SOLE DISPOSITIVE POWER
 
360,231 (Notes 1 and 2)
8
SHARED DISPOSITIVE POWER
 
153,971 (Note 3)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
514,202 (Notes 1-3)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   x
See Note 2
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.9%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
FOOTNOTES:

Note 1:
James H. Dahl is the direct beneficial owner of 147,652 Partnership Units of Pope Resources, a Delaware Limited Partnership.  Mr. Dahl owns the other 212,579 Partnership Units through various trusts over which Mr. Dahl retains sole voting and investment power, as follows:
(i)
    53,854 Partnership Units held by IRA FBO James H. Dahl (ROTH Conversion Account).
(ii)
    132,314 Partnership Units held by IRA FBO James H. Dahl (ROTH II Account – Jefferies).
(iii)
26,411 Partnership Units held by Kathleen M Dahl Irrevocable Trust.


  Page 2 of 8 Pages
 
 
CUSIP No. 732857 10 7
 



Note 2:
Excludes 2,525 Partnership Units owned by an adult member of Mr. Dahl’s household and 6,521 Partnership Units held by James H. Dahl Irrevocable Trust, James Schmitt Trustee.   Mr. Dahl disclaims beneficial ownership of these Partnership Units.

Note 3:
James H. Dahl shares voting and dispositive power with respect to an additional 153,971 Partnership Units as follows:
(i)
    102,842 Partnership Units held by James H. Dahl Trust FBO Kathryn Whitten Dahl.
(ii)
    21,879 Partnership Units held by James H. Dahl Trust FBO James Andrew Dahl.
(iii)
29,250 Partnership Units held by Dahl Family Foundation, Inc.**

**Neither James H. Dahl nor any member of his family have any pecuniary interest in Units held by the Dahl Family Foundation, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
Page 3 of 8 Pages
 

CUSIP No. 732857 10 7
 
 

1
NAME OF REPORTING PERSONS
 
William L. Dahl
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)   x
(b)   o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
153,971 (Note 1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
153,971 (Note 1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
153,971 (Note 1)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.55%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
FOOTNOTES:

Note 1:                      William L. Dahl, as trustee, shares voting and dispositive power with respect to 153,971 Partnership Units as follows:
(i)
    102,842 Partnership Units held by James H. Dahl Trust FBO Kathryn Whitten Dahl.
(ii)
    21,879 Partnership Units held by James H. Dahl Trust FBO James Andrew Dahl.
(iii)
29,250 Partnership Units held by Dahl Family Foundation, Inc.**
 
**Neither William L. Dahl nor any member of his family have any pecuniary interest in Units held by the Dahl Family Foundation, Inc.
 
Page 4 of 8 Pages

 
 
 
 

CUSIP No. 732857 10 7
 


Item 1(a).
Name of Issuer:
 
Pope Resources, a Delaware Limited Partnership
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
19245 10th Avenue NE
Poulsbo, WA 98370
 
Item 2(a).
Name of Person Filing:
 
James H. Dahl
William L. Dahl
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
4314 Pablo Oaks Court
Jacksonville, FL 32224
 
Item 2(c).
Citizenship:
 
United States
 
Item 2(d).
Title of Class of Securities:
 
Partnership Units
 
Item 2(e).
CUSIP Number:
 
732857 10 7
 
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
(a)   o
 
(b)   o
  
(c)   o
 
(d)   o
 
(e)   o   
 
(f)   o
 
(g)   o
 
(h)   o
 
(i)   o
 
 
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78C).
 
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78C).
 
Investment company registered under section 8 of the Investment Company Acto f 1940 (15 U.S.C. 80a-8).
 
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
 

  Page 5 of 8 Pages
 
 
 

CUSIP No. 732857 10 7
 



(j)   o
 
(k)   o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
 
A group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution In accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.
 
Item 4.
Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)       Amount beneficially owned: 514,202 Units
 
(b)    Percent of Class: 11.9%
 
(c) Number of shares as to which the person has:
 
(i) Sole power to vote or direct the vote: 360,231 Units (Notes 1 and 2)
 
(ii) Shared power to vote or to direct the vote: 153,971 Units (Note 3)
 
(iii) Sole power to dispose or to direct the disposition of: 360,231 Units (Notes 1 and 2)
 
(iv) Shared power to dispose or to direct the disposition of: 153,971 Units (Note 3)
 
Note 1: James H. Dahl is the direct beneficial owner of 147,652 Partnership Units of Pope Resources, a Delaware Limited Partnership. Mr. Dahl  owns the other 212,579 Partnership Units through various trusts over which Mr. Dahl retains sole voting and investment power, as follows:
(i) 53,854 Partnership Units held by IRA FBO James H. Dahl (ROTH Conversion Account).
 
(ii) 132,314 Partnership Units held by IRA FBO James H. Dahl (ROTH II Account – Jefferies).
 
(iii) 26,411 Partnership Units held by Kathleen M Dahl Irrevocable Trust.
 
Note 2:                      Excludes 2,525 Partnership Units owned by an adult member of Mr. Dahl’s household and 6,471 Partnership Units held by James H. Dahl Irrevocable Trust, James Schmitt Trustee.   Mr. Dahl disclaims beneficial ownership of these Partnership Units.
 
Note 3:                      James H. Dahl shares voting and dispositive power with respect to an additional 153,971 Partnership Units as follows:
 
(i)           102,842 Partnership Units held by James H. Dahl Trust FBO Kathryn Whitten Dahl.
 
(ii)           21,879 Partnership Units held by James H. Dahl Trust FBO James Andrew Dahl.
 
(iii)           29,250 Partnership Units held by Dahl Family Foundation, Inc.**
 
**Neither James H. Dahl nor any member of his family have any pecuniary interest in Units held by the Dahl Family Foundation, Inc.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o
 
Inapplicable
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Inapplicable

 
Page 6 of 8 Pages
 
 
CUSIP No. 732857 10 7
 



Item 7.
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
 
Inapplicable
 
Item 8.
Identification and Classification of Members of the Group.
 
Inapplicable
 
Item 9.
Notice of Dissolution of Group.
 
Inapplicable

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Page 7 of 8 Pages 
 
 

CUSIP No. 732857 10 7
 
 



Item 10.
Certification.

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 

 
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.
 
Date:           February 4, 2016

.


 /s/ James H. Dahl                  
   James H. Dahl, individually and as Trustee of
     each IRA FBO James H. Dahl (ROTH Conversion
    Account), IRA FBO James H. Dahl (ROTH II Account),
    and Kathleen M. Dahl Irrevocable Trust


/s/ William L. Dahl                  
    William L. Dahl
    Trustee of each of James H. Dahl Trust FBO
    Kathryn Whitten Dahl, James H. Dahl Trust FBO
    James Andrew Dahl and Dahl Family Foundation, Inc.
   

Page  of 8 of 8 Pages