UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
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SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Peet
'
s
Coffee & Tea, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
705560100
(CUSIP
Number)
December
31, 2008
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[
X
] Rule
13d-1(b)
[
X
] Rule 13d-1(c)
[ ] 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).
Potential
persons who are to 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.
1. Names
of Reporting Persons.
Palo Alto Investors, LLC
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
6. Shared Voting Power
1,126,475
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
1,126,475
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,126,475
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
8
.
3
%
12. Type
of Reporting Person (See Instructions)
OO, IA
1. Names
of Reporting Persons.
Palo Alto Investors
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
6. Shared Voting Power
1,126,475
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
1,126,475
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,126,475
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
8
.
3
%
12. Type
of Reporting Person (See Instructions)
CO, HC
1. Names
of Reporting Persons.
William Leland Edwards
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
2,000
|
6. Shared Voting Power
1,126,475
|
7. Sole Dispositive Power
2,000
|
8. Shared Dispositive Power
1,126,475
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,128
,475
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
8
.
3
%
12. Type
of Reporting Person (See Instructions)
IN, HC
1. Names
of Reporting Persons.
Anthony Joonkyoo Yun, MD
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
6. Shared Voting Power
1,126,475
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
1,126,475
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,12
6
,475
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
8
.
3
%
12. Type
of Reporting Person (See Instructions)
IN, HC
1. Names
of Reporting Persons.
Palo Alto Small Cap Master Fund, L.P.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
6. Shared Voting Power
790,852
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
790,852
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
790,852
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
5
.
8
%
12. Type
of Reporting Person (See Instructions)
PN
1. Names
of Reporting Persons.
Palo Alto Small Cap Fund, L.P.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
6. Shared Voting Power
676,495
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
676,495
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
676,495
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
4
.
99
%
12. Type
of Reporting Person (See Instructions)
PN
Item
1.
(a) Name
of Issuer
Peet
'
s Coffee & Tea, Inc.
(b) Address
of Issuer's Principal Executive Offices
1400 Park Avenue
Emeryville,
California 94608-3520
Item
2.
(a) The
names of the persons filing this statement are:
Palo Alto Investors, LLC (
"
PAI
"
)
Palo Alto Investors
William Leland Edwards
Anthony
Joonkyoo Yun, MD
Palo Alto Small Cap Master Fund, L.P. (the
"
Master Fund
"
)
Palo Alto Small Cap Fund, L.P. (the
"
Fund
"
)
(collectively, the "Filers").
(b) The
principal business office of the Filers except the Master Fund is located at:
470 University Avenue, Palo Alto, CA 94301
The
principal business office of the Master Fund at:
Citco Fund Services (Bermuda) Limited, Washington Mall West, 2nd Floor, 7 Reid Street, Hamilton HM 11, Bermuda
(c) For
citizenship of Filers, see Item 4 of the cover sheet for each Filer.
(d) This
statement relates to shares of Common Stock of the Issuer (the "Stock").
(e) The
CUSIP number of the Issuer is:
705560100
Item
3. If this statement is filed pursuant to rule 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 of
1940 (15 U.S.C. 80a-8).
(e) [
x
] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E)
(as to PAI).
(f) [
] An employee benefit plan or endowment fund in accordance with section
240.13d-1(b)(1)(ii)(F).
(g) [
x
] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G) (as to Palo Alto Investors, Mr. Edwards and Dr. Yun).
(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).
(j) [
] A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J).
(k) [
] Group, in accordance with Rule 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
_______________________________________________________________.
Item
4. Ownership.
See
Items 5-9 and 11 of the cover page for each Filer.
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 five percent of the class of securities, check the following [
X
].*
*The
Fund no longer holds more than 5% of the Stock and therefore will no longer file reports under Section 13(d) of
the Act with respect to the Stock unless it is otherwise required to do so.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
PAI
is a registered investment adviser and is the general partner and investment adviser of the Master Fund and the
Fund and other investment limited partnerships and is the investment adviser to other investment funds. PAI's
clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Stock. No client, other than the Master Fund, separately holds more than five percent of the
outstanding Stock. The Fund holds shares of the Stock indirectly as a Limited Partner of the Master Fund.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Palo Alto Investors
is the manager of PAI. Mr. Edwards is the controlling shareholder of Palo Alto Investors. Dr. Yun is the
President of PAI and Palo Alto Investors. The Filers are filing this Schedule 13G jointly, but not as members of
a group, and each of them expressly disclaims membership in a group. Each of PAI, Palo Alto Investors, Mr.
Edwards and Dr. Yun disclaims beneficial ownership of the Stock, except to the extent of that person's pecuniary
interest therein. In addition, the filing of this Schedule 13G on behalf of the Master Fund and the Fund should
not be construed as an admission that either of them is, and each of them disclaims that it is, the beneficial
owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of any of the Stock covered by this
Schedule 13G.
Item
9. Notice of Dissolution of Group
Not
applicable.
Item
10. Certification.
Certification
of Palo Alto Investors, PAI, Mr. Edwards and Dr. Yun:
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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.
Certification
of the Master Fund and the Fund:
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
A Joint Filing Agreement
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
13, 2009
PALO ALTO INVESTORS
By:
William L. Edwards, President
|
PALO ALTO INVESTORS, LLC
By: Palo Alto Investors, Manager
By:
William L. Edwards,
President
|
William L. Edwards
|
PALO ALTO SMALL CAP FUND, L.P.
By: Palo Alto Investors, LLC
General Partner
By: Palo Alto
Investors, Manager
By:
William L. Edwards, President
|
|
PALO ALTO SMALL CAP MASTER FUND, L.P.
By: Palo Alto Investors, LLC, General Partner
By:
Palo Alto Investors, Manager
By:
William L. Edwards, President
|
EXHIBIT
A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned
agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule
13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities
Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of the securities of
any issuer until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding
Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned hereby constitute and
appoint Palo Alto Investors, LLC, a California limited liability company, as their true and lawful agent and
attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be
prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and
documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as
amended, in connection with said purchases and sales, and to do and perform every act necessary and proper to be
done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally
present, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding
Joint Filing of Statement on Schedule 13D or 13G.
Dated: February
13, 2009
PALO ALTO INVESTORS
By:
Mark Shamia, Chief Operating Officer
|
PALO ALTO INVESTORS, LLC
By:
Mark Shamia, Chief Operating Officer
|
PALO ALTO SMALL CAP MASTER FUND, L.P.
By: Palo Alto Investors, LLC, General Partner
By: Palo Alto Investors, Manager
By:
Mark Shamia, Chief Operating Officer
|
PALO ALTO SMALL CAP FUND, L.P.
By: Palo Alto Investors, LLC, General Partner
By: Palo Alto Investors, Manager
By:
Mark Shamia, Chief Operating Officer
|
William Leland Edwards
|
|
Anthony Joonkyoo Yun, MD
|
|
4325021EROBERTS1566014.1