Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ante5, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
03665F 10 6
(CUSIP Number)
December 31, 2010
(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)
þ 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).
CUSIP No. |
03665F 10 6 |
| 1 | NAMES OF REPORTING PERSONS Neil Sell, Individually and as Trustee of the Bradley Berman Irrevocable Trust, Julie Berman Irrevocable Trust, Jessie Lynn Berman Irrevocable Trust, and Amy Berman Irrevocable Trust |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| USA | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 169,022 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 3,717,313 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 169,022 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 3,717,313 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,886,335 SHARES | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| þ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 12.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN, OO | |||||
Page 2 of 6 Pages
CUSIP No. |
03665F 10 6 |
| 1 | NAMES OF REPORTING PERSONS Douglas Dalton, as Trustee of the Bradley Berman Irrevocable Trust, Julie Berman Irrevocable Trust, Jessie Lynn Berman Irrevocable Trust, and Amy Berman Irrevocable Trust |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| USA | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 3,717,313 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 3,717,313 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,717,313 SHARES | |||||
| 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) | ||||
| 11.5% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO | |||||
Page 3 of 6 Pages
CUSIP No. |
03665F 10 6 |
| Item 1(a). | Name of Issuer: |
ante5, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
One Hughes Center Drive, Suite 606, Las Vegas, Nevada 89169
| Item 2(a). | Name of Person Filing: |
Neil I. Sell and Douglas Dalton, Trustees of the Bradley Berman Irrevocable Trust, the Julie Berman
Irrevocable Trust, the Jessie Lynn Berman Irrevocable Trust, and the Amy Berman Irrevocable Trust
(together, the “Trusts”)
| Item 2(b). | Address of Principal Business Office, or if none, Residence: |
c/o Maslon Law Firm, 90 South 7th Street, Suite 3300, Minneapolis, MN 55402.
| Item 2(c). | Citizenship: |
Messrs. Sell and Dalton are citizens of the United States.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $.001 par value
| Item 2(e). | CUSIP Number: |
03665F 10 6
| 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) | o | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |||
| (b) | o | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |||
| (c) | o | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
| (d) | o | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||
| (e) | o | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |||
| (f) | o | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |||
| (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |||
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |||
| (j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |||
| (k) | o | 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: . |
Page 4 of 6 Pages
CUSIP No. |
03665F 10 6 |
| 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: | ||
| The reporting persons are the trustees of four Berman family trusts, and they also control voting and disposition of shares held by the Lyle Berman Family Partnership LLC (the “Partnership”). Including the shares held by such trusts and the Partnership, the reporting persons jointly beneficially own 3,717,313 shares of ante5 common stock. | |||
| Mr. Sell, a trustee of the Trusts, owns 169,022 shares and Mr. Sell’s spouse holds 19,000 shares. (Mr. Sell disclaims beneficial ownership of the shares held by his spouse and they are not included in the total in Item 9 on page 2. They are noted here for information only.) | |||
| (b) | Percent of class: | ||
| 12.0% (Based upon information gathered from the Company’s SEC filings, it had approximately 32,292,333 shares outstanding as of December 31, 2010.) | |||
| (c) | Number of shares as to which such person has: |
With respect to Mr. Sell:
| (i) | Sole power to vote or to direct the vote: 169,022 | ||
| (ii) | Shared power to vote or to direct the vote: 3,717,313 | ||
| (iii) | Sole power to dispose or to direct the disposition of: 169,022 | ||
| (iv) | Shared power to dispose or to direct the disposition of: 3,717,313 |
With respect to Mr. Dalton:
| (i) | Sole power to vote or to direct the vote: 0 | ||
| (ii) | Shared power to vote or to direct the vote: 3,717,313 | ||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | ||
| (iv) | Shared power to dispose or to direct the disposition of: 3,717,313 |
| 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 5 percent of the class of securities, check the
following: o
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
N/A
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
N/A
| Item 8. | Identification and Classification of Members of the Group. |
N/A
Page 5 of 6 Pages
| Item 9. | Notice of Dissolution of Group. |
N/A
| Item 10. | Certifications. |
(a) Not applicable
(b) Not applicable
(c) 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.
Exhibits
| Exhibit 99.1 | Agreement to Jointly file Schedule 13G (incorporated by reference to Exhibit 99.1 to
Schedule 13G filed on June 24, 2010) |
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 14, 2011
/s/ Neil Sell
Bradley Berman Irrevocable Trust The Julie Berman Irrevocable Trust The Jessie Lynn Berman Irrevocable Trust and The Amy Berman Irrevocable Trust |
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/s/ Douglas Dalton
The Bradley Berman Irrevocable Trust The Julie Berman Irrevocable Trust The Jessie Lynn Berman Irrevocable Trust and The Amy Berman Irrevocable Trust |
Page 6 of 6 Pages