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.
- Peter Lynch
What is insider trading>>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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 persons 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).
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 control number.
CUSIP No. |
411310105 |
1 | NAMES OF REPORTING PERSONS: Kevin Douglas |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | |||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 661,761 (1) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,007,122 (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,007,122 | |||||
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): | ||||
4.5% (3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
(1) | Kevin Douglas and his wife, Michelle Douglas, ho ld 366,928 shares directly and jointly. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants Trust, which holds 294,833 shares. |
(2) | Kevin Douglas has dispositive power with respect to 2,306 shares held by James E. Douglas, III and 343,055 shares held by the Douglas Family Trust. |
(3) | Based on 22,307,006 shares of the Issuers Common Stock outstanding as of February 10, 2006, as reported in its quarterly report on Form 10-K for the year ended December 31, 2005. |
2
CUSIP No. |
411310105 |
1 | NAMES OF REPORTING PERSONS: Michelle Douglas |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 661,761 (1) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
661,761 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
661,761 | |||||
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): | ||||
3.0% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
(1) | Michelle Douglas and her husband, Kevin Douglas, hold 366,928 shares directly and jointly. In addition, Michelle Douglas and Kevin Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants Trust, which holds 294,833 shares. |
(2) | Based on 22,307,006 shares of the Issuers Common Stock outstanding as of February 10, 2006, as reported in its quarterly report on Form 10-K for the year ended December 31, 2005. |
3
CUSIP No. |
411310105 |
1 | NAMES OF REPORTING PERSONS: James E. Douglas, III |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INST
RUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 2,306 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,306 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,306 | |||||
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): | ||||
0.01% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
(1) | Kevin Douglas has dispositive power with respect to 2,306 shares held by James E. Douglas, III. |
(2) | Based on 22,307,006 shares of the Issuers Common Stock outstanding as of February 10, 2006, as reported in its quarterly report on Form 10-K for the year ended December 31, 2005. |
4
CUSIP No. |
411310105 |
1 | NAMES OF REPORTING PERSONS: Douglas Family Trust (1) |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
California | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 343,055 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7< /font> | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
343,055 (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
343,055 | |||||
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% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
(1) | James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are co-trustees. |
(2) | Kevin Douglas has dispositive power with respect to 343,055 shares held by the Douglas Family Trust. |
(3) | Based on 22,307,006 shares of the Issuers Common Stock outstanding as of February 10, 2006, as reported in its quarterly report on Form 10-K for the year ended December 31, 2005. |
5
CUSIP No. |
411310105 |
1 | NAMES OF REPORTING PERSONS: James Douglas and Jean Douglas Irrevocable Descendants' Trust (1) |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
California | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 294,833 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 294,833 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
294,833 | |||||
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): | ||||
1.3% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
(1) | Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees. |
(2) | Based on 22,307,006 shares of the Issuers Common Stock outstanding as of February 10, 2006, as reported in its quarterly report on Form 10-K for the year ended December 31, 2005. |
6
Item 1. |
||
(a)
|
Name of Issuer: | |
Hansen Natural Corporation | ||
(b)
|
Address of Issuers Principal Executive Offices: | |
1010 Railroad Street Corona, California 92882 |
||
Item 2. |
||
(1)(a)
|
NAME OF PERSONS FILING: | |
Kevin Douglas Michelle Douglas James E. Douglas, III |
||
(b)
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 1101 Fifth Avenue, Suite 360 San Rafael, California 94901 |
|
(c)
|
CITIZENSHIP: | |
United States | ||
(d)
|
TITLE OF CLASS OF SECURITIES: | |
Common Stock | ||
(e)
|
CUSIP NUMBER: | |
411310105 | ||
(2)(a)
|
NAME OF PERSONS FILING: | |
Douglas Family Trust James Douglas and Jean Douglas Irrevocable Descendants Trust |
||
(b)
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 1101 Fifth Avenue, Suite 360 San Rafael, California 94901 |
|
(c)
|
CITIZENSHIP: | |
California | ||
(d)
|
TITLE OF CLASS OF SECURITIES: | |
Common Stock | ||
(e)
|
CUSIP NUMBER: | |
411310105 |
1
(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 of 1940 (15 U.S.C. 80a-3); | ||
(j)
|
o | Group, in accordance with §240.13d-1(b)(1)(ii)(J) | ||
Not Applicable. |
2
COMMON STOCK | ||||
REPORTING PERSON | DIRECTLY HELD | |||
Kevin and Michelle Douglas (1)(2)
|
366,928 | |||
James E. Douglas, III (3)
|
2,306 | |||
Douglas Family Trust (4)
|
343,055 | |||
James Douglas and Jean Douglas |
||||
Irrevocable Descendants Trust (5)
|
294,833 | |||
Total
|
1,007,122 | |||
(1) | Kevin Douglas has (i) shared voting and shared dispositive power with respect to all 366,928 shares he holds directly and jointly with his wife, Michelle Douglas; (ii) shared dispositive power with respect to all 2,306 shares held directly by James E. Douglas, III and all 343,055 shares held directly by the Douglas Family Trust pursuant to written authorizations; and (iii) shared voting and shared dispositive power, in his capacity as co-trustee, with respect to all 294,833 shares held directly by the James Douglas and Jean Douglas Irrevocable Descendants Trust. |
(2) | Michelle Douglas has (i) shared voting and shared dispositive power with respect to all 366,928 shares she holds directly and jointly with her husband, Kevind Douglas and (ii) shared voting and shared dispositive power, in her capacity as co-trustee, with respect to all 294,833 shares held directly by the James Douglas and Jean Douglas Irrevocable Descendants Trust. |
(3) | James E. Douglas, III has sole voting power with respect to all 2,306 shares he holds directly and has shared dispositive power along with Kevin Douglas with respect to all of such shares. |
(4) | The Douglas Family Trust has sole voting power with respect to all 343,055 shares it holds directly and has shared dispositive power with Kevin Douglas with respect to all of such shares. |
(5) | The James Douglas and Jean Douglas Irrevocable Descendants Trust has sole voting and sole dispositive power with respect to all 294,833 shares it holds directly. |
3
4
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
Kevin Douglas | ||||
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
Michelle Douglas | ||||
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
James E. Douglas, III | ||||
DOUGLAS FAMILY TRUST |
||||
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
Name: | James E. Douglas, Jr. | |||
Title: | Trustee | |||
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
Name: | Jean A. Douglas | |||
Title: | Trustee | |||
JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST |
||||
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
Name: | Kevin Douglas | |||
Title: | Trustee | |||
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
Name: | Michelle Douglas | |||
Title: | Trustee |
5
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
Kevin Douglas | ||||
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
Michelle Douglas | ||||
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
James E. Douglas, III | ||||
DOUGLAS FAMILY TRUST |
||||
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
Name: | James E. Douglas, Jr. | |||
Title: | Trustee | |||
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
Name: | Jean A. Douglas | |||
Title: | Trustee | |||
JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST |
||||
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
Name: | Kevin Douglas | |||
Title: | Trustee | |||
Date: April 4, 2006 | By: | /s/ Tim McGaw, as Attorney-in-Fact | ||
Name: | Michelle Douglas | |||
Title: | Trustee | |||
6