- Amended Statement of Beneficial Ownership (SC 13D/A)
September 23 2009 - 5:06PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. 3)*
(Name of Issuer)
(Title of Class of
Securities)
(CUSIP Number)
Stephen
Adams
2575
Vista del Mar Drive, Ventura CA 93001
Phone: (805) 667-4400
(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 which 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:
o
CUSIP No.
05566U108
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1
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Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen Adams
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2
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Check the Appropriate Box
if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
PF
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class
Represented by Amount in Row (11)
0
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14
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Type of Reporting Person
IN
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2
CUSIP No.
05566U108
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Item 1.
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Security and Issuer.
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This statement relates
to the common stock, $.01 par value, (the "Common Stock") of B of I
Holding, Inc. (the "Issuer").
The address of the Issuer's principal executive offices is 12777 High
Bluff Drive, Suite 100, San Diego, CA 92130.
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Item 2.
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Identity and Background.
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(a) - (c) The name of the person filing this
statement is: Stephen Adams, a
Connecticut resident, as the grantor and sole trustee of The Stephen Adams
Living Trust (the Adams Trust), a revocable trust, and as the sole general
partner of Adams Imperial Limited Partnership I (LPI) and Adams Imperial
Limited Partnership II (LPII), in each case that acquired the securities
which are the subject of this Schedule 13D.
The business address for the Reporting Person is 2575 Vista del Mar
Drive, Ventura CA 93001. LPI and LP II
were dissolved in 2007 and assets distributed to their partners. Since that time, the Reporting Person has
had no voting or dispositive power over securities formerly held by LPI and
LPII.
(d) and (e) During the last five years, the person
filing this statement has not been (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors), or (ii) a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Stephen Adams is a citizen of the
United States of America.
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Item 3.
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Source and Amount of Funds or Other
Consideration.
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Not applicable.
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Item 4.
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Purpose of Transaction.
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(a) The Reporting Person may again make
purchases of the Issuers securities in the future.
(b) None at the present time.
(c) None at the present time.
(d) None at the present time.
(e) None at the present time.
(f) None at the present time.
(g) None at the present time.
(h) None at the present time.
(i) None at the present time.
(j) None at the present time.
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Item 5
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Interest in Securities of Issuer.
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(a) The Reporting Person no longer
holds any shares of Common Stock.
(b) Not applicable.
(c) In February 2008, the Adams Trust
sold an aggregate of 331,400 shares of the Issuers Common Stock at an
average price of $6.96 per share for aggregate consideration of $2,306,702;
in July 2008, the Adams Trust sold an aggregate of 154,500 shares of the
Issuers Common Stock at an average price of $6.97 per share for aggregate
consideration of $1,076,681; in October 2008, the Adams Trust sold an aggregate
of 10,400 shares of the Issuers Common Stock at an average price of $4.83
per share for aggregate consideration of $50,226; in November 2008, the Adams
Trust sold an aggregate of 347,878 shares of the Issuers Common Stock at an
average price of $3.52 per share for aggregate consideration of
$1,222,471. All such sales were
effected in open market transactions.
(d) Not applicable.
(e) Not applicable.
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Item 6.
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Contracts, Agreements, Understandings or
Relationships with Respect to Securities of the Issuer.
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None.
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Item 7.
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Material to be Filed as Exhibits.
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None.
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3
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and correct.
Dated:
September 22, 2009
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/s/ Stephen Adams
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Stephen Adams
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4
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