UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Dominion Homes, Inc.
Common Stock, Without par value
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(Title of Class of Securities)
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257386 10 2
Keith Mosley
c/o Sagebrush Enterprises, Inc.
4730 S. Fort Apache Rd., Suite 300
Las Vegas, NV 89147
(702) 873-5338
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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November 8, 2007
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(Date of Event which Requires Filing of this Statement)
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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.
¨
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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1.
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Names of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
James Michael Rhodes
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. Sole Voting Power
0
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8. Shared Voting Power
311,883
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9. Sole Dispositive Power
306,883
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10. Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
311,883
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
3.66%
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14.
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Type of Reporting Person (See Instructions)
IN
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2
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1.
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Names of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Glynda Ann Rhodes
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. Sole Voting Power
0
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8. Shared Voting Power
311,883
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9. Sole Dispositive Power
5,000
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10. Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
311,883
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
3.66%
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14.
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Type of Reporting Person (See Instructions)
IN
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3
This Amendment No. 3 (the “Amendment”) amends the Schedule 13D filed on April 12,
2007 (the “Statement”), as previously amended by Amendment No. 1 filed on September 28, 2007 and Amendment No. 2 filed on October 17, 2007, which relates to the common stock, without par value (the “Shares”),
of Dominion Homes, Inc., an Ohio corporation (the “Issuer” or the “Company”). The Amendment is being filed to report a change in beneficial ownership in excess of 1% of the total amount of Shares outstanding. All items or
responses not described herein remain as previously reported in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Initial Schedule 13D is hereby amended by the deletion of the text thereof in its entirety and its replacement
with the following:
As of the date of this Amendment, James M. Rhodes has purchased in the open market an aggregate of 306,883 Shares
for a total consideration of (excluding brokerage commissions) $2,528,905.74 derived from personal funds.
As of the date of this
Amendment, Glynda Rhodes has purchased in the open market an aggregate of 5,000 Shares for a total consideration of (excluding brokerage commissions) $24,165.00 derived from personal funds.
All transactions in the Shares effected by the Reporting Persons in the past 60 days, including the number of shares of common stock purchased (or sold),
the date of purchase (or sale), the price per Common Share (or unit) and how the transactions were effected, are described in Item 5(c).
* Total
consideration of $2,528,905.74 computed by subtracting total amount received upon sale of Shares from total amount expended for purchase of Shares.
Item 5. Interest in Securities of Issuer
Item 5 of the Initial Schedule 13D is hereby amended by the deletion
of the text thereof in its entirety and its replacement with the following:
(a) As of the date of this Amendment, the Reporting
Persons beneficially owned in the aggregate 311,883 Shares, constituting 3.66% of the outstanding Shares. The percentage of Shares owned is based upon 8,517,182 Shares outstanding as of November 9, 2007, as disclosed in the Issuer’s
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007.
(b) The number of Shares as to which there is sole
power to vote or direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Reporting Person is set forth on the cover page in items 7
through 10. James and Glynda Rhodes have orally agreed to vote the Shares together on matters relating to the Issuer, but have each maintained the sole power to dispose of the Shares held by each such Reporting Person if and when such Reporting
Person chooses to do.
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(c) There have been no reportable transactions effected with respect to the Shares during the last 60
days by the Reporting Persons except for the disposition of beneficial ownership of the Shares being reported on this Amendment, as follows:
James M. Rhodes:
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Transaction Date
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Settlement Date
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Shares*
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Price
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How Transaction Effected
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9/19/07
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9/24/07
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(25,150
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3.10
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Open market through trading account
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9/21/07
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9/26/07
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(20,000
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2.92
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Open market through trading account
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9/25/07
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9/28/07
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(50
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2.96
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Open market through trading account
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9/26/07
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10/1/07
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(42,169
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2.21
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Open market through trading account
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9/27/07
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10/2/07
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(11,828
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2.25
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Open market through trading account
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10/01/07
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10/04/07
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(1000
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2.18
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Open market through trading account
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10/02/07
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10/05/07
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(3361
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2.21
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Open market through trading account
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10/03/07
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10/09/07
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(5345
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2.29
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Open market through trading account
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10/04/07
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10/10/07
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(2160
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2.21
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Open market through trading account
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10/05/07
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10/11/07
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(17400
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2.15
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Open market through trading account
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10/08/07
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10/11/07
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(4290
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2.11
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Open market through trading account
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10/09/07
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10/12/07
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(6700
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2.00
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Open market through trading account
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10/10/07
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10/15/07
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(11549
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2.00
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Open market through trading account
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10/11/07
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10/16/07
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(2300
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2.01
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Open market through trading account
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10/12/07
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10/17/07
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(12100
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1.83
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Open market through trading account
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10/15/07
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10/18/07
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(12900
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1.71
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Open market through trading account
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10/16/07
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10/19/07
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(1400
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1.75
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Open market through trading account
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10/22/07
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10/25/07
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(3550
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1.90
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Open market through trading account
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10/23/07
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10/26/07
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(6800
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1.81
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Open market through trading account
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10/26/07
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10/31/07
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(3800
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1.71
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Open market through trading account
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10/29/07
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11/1/07
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(4570
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1.63
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Open market through trading account
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10/30/07
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11/2/07
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(10000
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1.60
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Open market through trading account
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10/31/07
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11/5/07
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(15387
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1.61
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Open market through trading account
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11/1/07
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11/6/07
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(11000
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1.51
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Open market through trading account
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11/2/07
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11/7/07
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(1082
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1.50
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Open market through trading account
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11/5/07
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11/8/07
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(4474
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1.40
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Open market through trading account
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11/6/07
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11/9/07
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(6152
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1.34
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Open market through trading account
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11/6/07
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11/9/07
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(2000
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1.25
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Open market through trading account
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11/6/07
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11/9/07
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(700
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1.25
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Open market through trading account
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11/6/07
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11/9/07
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(500
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1.23
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Open market through trading account
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11/6/07
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11/9/07
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(2800
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1.24
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Open market through trading account
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11/6/07
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11/9/07
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(2200
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1.25
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Open market through trading account
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11/7/07
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11/13/07
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(1000
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1.40
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Open market through trading account
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11/7/07
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11/13/07
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(5000
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1.35
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Open market through trading account
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11/8/07
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11/14/07
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(17600
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1.31
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Open market through trading account
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11/8/07
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11/14/07
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(1000
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1.30
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Open market through trading account
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11/9/07
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11/15/07
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(70000
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1.25
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Open market through trading account
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11/9/07
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11/15/07
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(10000
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1.16
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Open market through trading account
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*
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All reportable transactions during the last 60 days have been sales of Shares. There have been no purchases of Shares.
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5
Glynda Rhodes:
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Transaction Date
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Settlement Date
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Shares
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Price
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How Transaction Effected
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None.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement.
(e) The Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares on November 6, 2007. The percentage of Shares
owned is based upon 8,517,182 Shares outstanding as of November 9, 2007, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007.
6
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that this information set forth in this statement is true, complete and correct.
Dated: November 13, 2007
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By:
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/s/ James M. Rhodes
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James M. Rhodes
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By:
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/s/ Glynda A. Rhodes
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Glynda A. Rhodes
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7
Dominion Homes (MM) (NASDAQ:DHOM)
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