SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )1
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
1 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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. |
419011101 |
1. | NAMES OF REPORTING PERSONS. J. Landis Martin |
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States |
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5. | SOLE VOTING POWER: | ||||
NUMBER OF | 493,417 | ||||
SHARES | 6. | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7. | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 493,417 | ||||
WITH: | 8. | SHARED DISPOSITIVE POWER: | |||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
493,417 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
6.2% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
-Page 2 of 8 Pages-
CUSIP No. |
419011101 |
1. | NAMES OF REPORTING PERSONS. The Martin GRAT Trust 2010-1 |
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Colorado |
|||||
5. | SOLE VOTING POWER: | ||||
NUMBER OF | 114,792 | ||||
SHARES | 6. | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7. | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 114,792 | ||||
WITH: | 8. | SHARED DISPOSITIVE POWER: | |||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
114,792 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.5% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
-Page 3 of 8 Pages-
CUSIP No. |
419011101 |
1. | NAMES OF REPORTING PERSONS. Steamboat Ventures, LLC |
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Colorado |
|||||
5. | SOLE VOTING POWER: | ||||
NUMBER OF | 1,000 | ||||
SHARES | 6. | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7. | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 1,000 | ||||
WITH: | 8. | SHARED DISPOSITIVE POWER: | |||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,000 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.02% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
-Page 4 of 8 Pages-
Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuers Principal Executive Offices: |
Item 2(a). | Name(s) of Person(s) Filing: |
1. | J. Landis Martin | ||
2. | The Martin GRAT Trust 2010-1 (the Trust) | ||
3. | Steamboat Ventures, LLC (Steamboat) |
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Item 2(c). | Citizenship: |
Item 2(d). | Title of Class of Securities: |
Item 2(e). | CUSIP Number: |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
(b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
(c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d) | Investment company registered under section 8 of the Investment Company Act, (15 U.S.C. 80a-8); | ||
(e) | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f) | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g) | A parent holding company or control person in accordance with §240.13d (b)(1)(ii)(G); | ||
(h) | A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | 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-
(j) | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. | Ownership: |
(a) | Amount beneficially owned: Mr. Martin directly
beneficially owns 378,625 shares. The Trust directly beneficially owns
114,792 shares. Steamboat directly beneficially owns 1,000 shares. Mr. Martin is the sole trustee of the Trust and, as a result, may be deemed to beneficially own shares owned by the Trust. |
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Mr. Martin is a member of Steamboat.
Mr. Martin, the Trust and Steamboat may be deemed to be acting as a group. |
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(b) | Percent of Class: 6.2% (Mr. Martin, including shares owned by the Trust), 1.5% (the Trust) and 0.02% (Steamboat), in each case based on 7.964,594 common shares outstanding as of November 10, 2010, according to the Issuers quarterly report on Form 10-Q for the period ended September 30, 2010. | ||
(c) | Sole and Shared Power: Each of Mr. Martin, the Trust and Steamboat has sole power to vote or to direct the vote of the shares directly beneficially owned by such person. |
Item 5. | Ownership of Five Percent or Less of a Class: |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
Item 8. | Identification and Classification of Members of the Group: |
Item 9. | Notice of Dissolution of Group: |
-Page 6 of 8 Pages-
Item 10. | Certification. |
-Page 7 of 8 Pages-
/s/ J. Landis Martin | ||||
(Signature) | ||||
J. Landis Martin, individually, as trustee of the Trust, and as a member of Steamboat Ventures, LLC | ||||
-Page 8 of 8 Pages-