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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2005

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	11/23/2005		M		90,000	A	$15	90,000	D
Common Stock	11/23/2005		S		5,700	D	$32.84	84,300	D
Common Stock	11/28/2005		S		59,300	D	$32.44	25,000	D
Common Stock								449,810	I	See Footnote⁽¹⁾⁽²⁾
Common Stock								70,535	I	By Spouse⁽³⁾⁽⁴⁾

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)
Non-Qualified Employee Stock Options (right to buy)	$15	11/23/2005		D⁽⁵⁾			90,000	⁽⁵⁾	08/02/2005	Common Stock	90,000	$0	0	D
Non-Qualified Employee Stock Options (right to buy)	$15	11/23/2005		A⁽⁵⁾		90,000		⁽⁵⁾	12/15/2005	Common Stock	90,000	$0	90,000	D
Non-Qualified Employee Stock Options (right to buy)	$15	11/23/2005		M			90,000	⁽⁶⁾	12/15/2005	Common Stock	90,000	$0	0	D

Explanation of Responses:

1. Shares of common stock held in the Larry S. Flax Revocable Trust, Larry S. Flax trustee.

2. Adjusted to reflect gifts to charitable organizations in the amount of 9,525 shares of Common Stock, 11,424 shares of Common Stock to the Joan Gillette Flax Family Trust, 1,953 shares of Common Stock to related individuals and 1,019 shares of Common Stock to unrelated individuals, respectively.

3. Shares of Common Stock held in the Joan Gillette Flax Family Trust, Joan Gillette Flax trustee. The reporting person disclaims beneficial ownership of these securities.

4. Adjusted to reflect receipt of 11,424 shares of Common Stock from the Larry S. Flax Revocable Trust and gifts to 1,424 shares of Common Stock to related individuals and 1,489 shares of Common Stock to unrelated individuals.

5. Represents an amendment to an existing option agreement to change the expiration date under such option agreement from August 2, 2005 to December 15, 2005. The transaction being reported herein is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16b-3 and 16b-6 thereunder.

6. The options being reported herein vest in two equal annual installments beginning on September 30, 2001.

	/s/ Larry S. Flax	11/28/2005
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.