UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 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).

 

 

 

 

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This Amendment No. 4 to Schedule 13D amends or amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by Mr. Marciano with the Securities and Exchange Commission on June 10, 2003, as amended by filings on June 21, 2004, July 8, 2004 and October 21, 2004.  Capitalized terms used in this Amendment No. 4 but not otherwise defined herein have the meanings given to them in the initial Schedule 13D.

 

This Amendment No. 4 is being made to reflect the transfer among various indirect manners of holding shares for estate planning purposes and sales of shares for portfolio diversification purposes.  Except as otherwise set forth herein, this Amendment No. 4 does not modify any of the information previously reported by Mr. Marciano in the Schedule 13D as amended to date.

 

Item 1.	Security and Issuer
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4.	Purpose of Transaction
Item 5.	Interest in Securities of the Issuer
	As of April 4, 2006 Mr. Marciano beneficially owns 14,494,544 shares of Common Stock as follows:

 

Manner of Holding		Number of Shares		Voting Power		Investment Power
Direct		669,905		Sole		Sole
As sole trustee of Maurice Marciano Trust		5,190,319		Sole		Sole
As sole trustee of Maurice Marciano Gift Trust FBO Caroline Marciano		35		Sole		Sole
As managing member of Marciano Financial Holdings II, LLC		8,145,485		Sole		Sole
By wife		10,000		Shared		Shared
As president of Maurice Marciano Family Foundation		216,300		Sole		Sole

 

The 14,494,544 shares beneficially owned by Mr. Marciano represent 31.73% of the 45,686,474 shares of the Common Stock that would be outstanding if he were to exercise all options exercisable within 60 days.  As of April 4, 2006, there were 45,423,974 shares of Common Stock outstanding, according to the records of the Issuer.

 

Except as disclosed herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock described herein.

 

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7.	Material to Be Filed as Exhibits

 

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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.

	May 12, 2006
	Date
	/s/ MAURICE MARCIANO
	Signature
	MAURICE MARCIANO
	Name/Title

 

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