UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934*
California
Coastal Communities, Inc.
(Name of
Issuer)
Common
Stock, par value $0.05
(Title of
Class of Securities)
129915203
(CUSIP
Number)
May 26,
2010
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨
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).
CUSIP
No. 129915203
|
Schedule
13G
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|
|
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|
1)
NAMES OF REPORTING PERSONS
|
Bandera
Partners LLC
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|
|
|
|
|
|
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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|
|
|
(a)
¨
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(b)
x
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3)
SEC USE ONLY
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|
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4)
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
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|
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NUMBER
OF
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5) SOLE
VOTING POWER
|
1,228,692
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SHARES
|
|
|
BENEFICIALLY
|
6) SHARED
VOTING POWER
|
0
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OWNED
BY
|
|
|
EACH
|
7) SOLE
DISPOSITIVE POWER
|
1,228,692
|
REPORTING
|
|
|
PERSON
WITH
|
8)
SHARED DISPOSITIVE POWER
|
0
|
|
|
|
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,228,692
|
|
|
|
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
¨
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|
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|
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.2%
|
|
|
|
12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO
|
|
|
|
CUSIP
No. 129915203
|
Schedule
13G
|
|
|
|
|
1)
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
|
|
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
|
|
|
|
|
NUMBER
OF
|
5) SOLE
VOTING POWER
|
0
|
SHARES
|
|
|
BENEFICIALLY
|
6) SHARED
VOTING POWER
|
1,228,692
|
OWNED
BY
|
|
|
EACH
|
7) SOLE
DISPOSITIVE POWER
|
0
|
REPORTING
|
|
|
PERSON
WITH
|
8)
SHARED DISPOSITIVE POWER
|
1,228,692
|
|
|
|
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,228,692
|
|
|
|
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
¨
|
|
|
|
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.2%
|
|
|
|
12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
|
|
|
CUSIP
No. 129915203
|
Schedule
13G
|
|
|
|
|
1)
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
|
|
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
|
|
|
|
|
NUMBER
OF
|
5) SOLE
VOTING POWER
|
0
|
SHARES
|
|
|
BENEFICIALLY
|
6) SHARED
VOTING POWER
|
1,228,692
|
OWNED
BY
|
|
|
EACH
|
7) SOLE
DISPOSITIVE POWER
|
0
|
REPORTING
|
|
|
PERSON
WITH
|
8)
SHARED DISPOSITIVE POWER
|
1,228,692
|
|
|
|
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,228,692
|
|
|
|
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
¨
|
|
|
|
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.2%
|
|
|
|
12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
|
|
|
CUSIP
No. 129915203
|
Schedule
13G
|
|
|
|
|
1)
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
|
|
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
|
|
|
|
|
NUMBER
OF
|
5) SOLE
VOTING POWER
|
0
|
SHARES
|
|
|
BENEFICIALLY
|
6) SHARED
VOTING POWER
|
1,228,692
|
OWNED
BY
|
|
|
EACH
|
7) SOLE
DISPOSITIVE POWER
|
0
|
REPORTING
|
|
|
PERSON
WITH
|
8)
SHARED DISPOSITIVE POWER
|
1,228,692
|
|
|
|
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,228,692
|
|
|
|
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
¨
|
|
|
|
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.2%
|
|
|
|
12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
|
|
|
Item
1(a).
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Name
of
Issuer: California
Coastal Communities, Inc.
|
Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
|
6 Executive Circle, Suite
250
Irvine,
California 92614
Item
2(a).
|
Name
of Person Filing:
|
This
Schedule is being filed jointly by the following reporting persons (hereinafter
sometimes collectively referred to as the “Reporting Persons”) pursuant to an
Agreement of Joint Filing attached hereto as Exhibit A:
(i) Bandera
Partners LLC, a Delaware limited liability company (“Bandera
Partners”);
(ii) Gregory
Bylinsky;
(iii) Jefferson
Gramm; and
(iv) Andrew
Shpiz.
|
Bandera
Partners, Mr. Bylinsky, Mr. Gramm and Mr. Shpiz are filing this Schedule
with respect to 1,228,692 shares of Common Stock (the “Master Fund’s
Shares”) directly owned by Bandera Master Fund L.P., a Cayman Islands
exempted limited partnership (“Bandera Master
Fund”).
|
|
Bandera
Partners is the investment manager of Bandera Master Fund and may be
deemed to have beneficial ownership over the Master Fund’s Shares by
virtue of the sole and exclusive authority granted to Bandera Partners by
Bandera Master Fund to vote and dispose of the Master Fund’s
Shares.
|
|
Mr.
Bylinsky, Mr. Gramm and Mr. Shpiz are Managing Partners, Managing
Directors and Portfolio Managers of Bandera
Partners.
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence:
|
|
The
principal business office address of each of Bandera Partners, Gregory
Bylinsky, Jefferson Gramm and Andrew Shpiz
is:
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50 Broad
Street, Suite 1820
New York,
New York 10004
|
The
place of organization or citizenship of each of the Reporting Persons is
as follows:
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Name of Reporting Person
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|
Place of
Organization/Citizenship
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Bandera
Partners LLC
|
|
Delaware
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Gregory
Bylinsky
|
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United
States
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Jefferson
Gramm
|
|
United
States
|
Andrew
Shpiz
|
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United
States
|
Item
2(d).
|
Title
of Class of Securities:
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Common
Stock, par value $0.05
|
Item
2(e).
|
CUSIP
Number:
|
129915203
|
Item
3.
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
|
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(i)
Bandera Partners
LLC
(a)
Amount beneficially owned:
|
|
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1,228,692
|
|
|
|
|
|
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(b)
Percent of class:
|
|
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11.2
|
%
|
|
|
|
|
|
(c)
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
|
|
(i)
Sole power to vote or to direct the vote
|
|
|
1,228,692
|
|
|
|
|
|
|
(ii)
Shared power to vote or to direct the vote
|
|
|
0
|
|
|
|
|
|
|
(iii)
Sole power to dispose or to direct the disposition of
|
|
|
1,228,692
|
|
|
|
|
|
|
(iv)
Shared power to dispose or to direct the disposition of
|
|
|
0
|
|
(ii)
Gregory
Bylinsky
(a)
Amount beneficially owned:
|
|
|
1,228,692
|
|
|
|
|
|
|
(b)
Percent of class:
|
|
|
11.2
|
%
|
|
|
|
|
|
(c)
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
|
|
(i)
Sole power to vote or to direct the vote
|
|
|
0
|
|
|
|
|
|
|
(ii)
Shared power to vote or to direct the vote
|
|
|
1,228,692
|
|
|
|
|
|
|
(iii)
Sole power to dispose or to direct the disposition of
|
|
|
0
|
|
|
|
|
|
|
(iv)
Shared power to dispose or to direct the disposition of
|
|
|
1,228,692
|
|
(iii)
Jefferson
Gramm
(a)
Amount beneficially owned:
|
|
|
1,228,692
|
|
|
|
|
|
|
(b)
Percent of class:
|
|
|
11.2
|
%
|
|
|
|
|
|
(c)
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
|
|
(i)
Sole power to vote or to direct the vote
|
|
|
0
|
|
|
|
|
|
|
(ii)
Shared power to vote or to direct the vote
|
|
|
1,228,692
|
|
|
|
|
|
|
(iii)
Sole power to dispose or to direct the disposition of
|
|
|
0
|
|
|
|
|
|
|
(iv)
Shared power to dispose or to direct the disposition of
|
|
|
1,228,692
|
|
(iv)
Andrew
Shpiz
(a)
Amount beneficially owned:
|
|
|
1,228,692
|
|
|
|
|
|
|
(b)
Percent of class:
|
|
|
11.2
|
%
|
|
|
|
|
|
(c)
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
|
|
(i)
Sole power to vote or to direct the vote
|
|
|
0
|
|
|
|
|
|
|
(ii)
Shared power to vote or to direct the vote
|
|
|
1,228,692
|
|
|
|
|
|
|
(iii)
Sole power to dispose or to direct the disposition of
|
|
|
0
|
|
|
|
|
|
|
(iv)
Shared power to dispose or to direct the disposition of
|
|
|
1,228,692
|
|
The number of shares beneficially owned
and the percentage of outstanding shares represented thereby for each Reporting
Person have been computed in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, as amended. The percentages of ownership
described above are based on 10,995,902 shares of Common Stock issued and
outstanding as of May 13, 2010, as reported in the issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 13,
2010.
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.
|
o
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
|
The
right to receive dividends from, or the proceeds from the sale of, the
Master Fund’s Shares is held by Bandera Master Fund, a private investment
fund for which Bandera Partners serves as investment
manager. Bandera Partners, Mr. Bylinsky, Mr. Gramm and Mr.
Shpiz disclaim beneficial ownership of the Master Fund’s Shares reported
in this statement pursuant to Rule 13d-4 under the Securities Exchange Act
of 1934, as amended.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
Not Applicable.
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Not Applicable.
Item
9.
|
Notice
of Dissolution of Group.
|
Not Applicable.
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.
SIGNATURE
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned Reporting Person, the undersigned Reporting Person certifies that
the information set forth in this statement with respect to it is true, complete
and correct.
Dated: June
7, 2010
|
BANDERA
PARTNERS LLC
|
|
|
|
|
By:
|
/s/ Gregory Bylinsky
|
|
|
Gregory
Bylinsky
|
|
|
Managing
Director
|
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.
SIGNATURE
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned Reporting Person, the undersigned Reporting Person certifies that
the information set forth in this statement with respect to him is true,
complete and correct.
Dated: June
7, 2010
|
/s/ Gregory Bylinsky
|
|
Gregory
Bylinsky
|
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.
SIGNATURE
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned Reporting Person, the undersigned Reporting Person certifies that
the information set forth in this statement with respect to him is true,
complete and correct.
Dated: June
7, 2010
|
/s/ Jefferson Gramm
|
|
Jefferson
Gramm
|
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.
SIGNATURE
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned Reporting Person, the undersigned Reporting Person certifies that
the information set forth in this statement with respect to him is true,
complete and correct.
Dated: June
7, 2010
|
/s/ Andrew Shpiz
|
|
Andrew
Shpiz
|
EXHIBIT
A
AGREEMENT
OF JOINT FILING
CALIFORNIA
COASTAL COMMUNITIES, INC.
COMMON
STOCK
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby confirm the agreement by and among them to the
joint filing on behalf of them of a Statement on Schedule 13G and any and all
amendments thereto, with respect to the above referenced securities and that
this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to constitute one and the same
Agreement.
IN WITNESS WHEREOF, the undersigned
hereby execute this Agreement as of this 7
th
day of
June, 2010.
|
BANDERA
PARTNERS LLC
|
|
|
|
|
By:
|
/s/ Gregory Bylinsky
|
|
|
Gregory
Bylinsky
|
|
|
Managing
Director
|
|
|
|
|
/s/ Gregory Bylinsky
|
|
Gregory
Bylinsky
|
|
|
|
/s/ Jefferson Gramm
|
|
Jefferson
Gramm
|
|
|
|
/s/ Andrew Shpiz
|
|
Andrew
Shpiz
|
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