UMAM Umami Sustainable Seafood Inc (CE)

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Item   1. Security and Issuer

This Schedule 13D is being filed by the undersigned with respect to common stock, par value $0.001 per share (the “Common Stock”), of Umami Sustainable Seafood Inc., a Nevada corporation (the “Issuer”). The Issuer’s principal executive office is located at 1230 Columbia St., Suite 440, San Diego, CA 94089.

Item   2. Identity and Background

(a-f) This Schedule 13D is being filed by Daito Gyorui Co., Ltd. (“Daito”), a Japanese public company listed on the Tokyo Stock Exchange. Daito’s principal place of business is at 2-1, 5-Chome, Tsukiji, Chuo-ku, Tokyo, Japan 104-8436. Daito is a global distributor of fresh and frozen seafood and processed marine products.

Approximately 51% of the outstanding shares of capital stock are owned by Maruha Nichiro Holdings, Inc. (“Maruha Nichiro”), a Japanese public company listed on the Tokyo Stock Exchange, and its affiliates. As a result, Maruha Nichiro may be deemed to have the power to direct the voting of the Common Stock owned by Daito and therefore may be deemed the beneficial owner of the Common Stock held of record by Daito. Maruha Nichiro disclaims beneficial ownership of such Common Stock. Maruha Nichiro’s principal place of business is at 2-20, 3-Chome, Toyosu, Koto-ku, Tokyo, Japan. Maruha Nichiro is a global food products distributor.

During the last five years, neither Daito nor Maruha Nichiro has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, neither Daito nor Maruha Nichiro has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and was not and is not as a result of any such proceeding subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Current information concerning the identity and background of the directors and executive officers of each of Daito and Maruha Nichiro is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. To the best of Daito’s and Maruha Nichiro’s knowledge, during the past five years, none of the directors and officers identified on Annex A hereto has been (i) convicted in a criminal proceeding (excluding traffic violations or 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 subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item   3. Source and Amount of Funds or Other Consideration

On May 21, 2011, Daito, as creditor, and Atlantis Kabushiki Kaisha (“AKK”), as obligor, and Atlantis Group hf (“Atlantis”) entered into a Loan Agreement (the “Loan Agreement”) pursuant to which the obligor owed a principal amount of 2,706,291,000 JPY to Daito. The obligations of AKK under the Loan Agreement were secured by a pledge of 13,000,000 shares of the Common Stock held by Atlantis. Daito acquired the 13,000,000 shares of Common Stock on December 20, 2012 upon delivery of notice of foreclosure on such pledge as a result of the breach by AKK and Atlantis of certain obligations thereunder.

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Item   4. Purposes of Transactions

The information contained in Item 3 above is incorporated herein by reference. Daito acquired 13,000,000 shares of the Common Stock upon foreclosure of the pledge described above.

Daito intends to review its investment in the Issuer from time to time and, depending upon market conditions and other factors that Daito may deem material in making its investment decision, Daito may purchase Common Stock in open market or private transactions, sell all or any portion of the Common Stock currently owned or hereafter acquired by it, either in open market or private transactions, or take other steps to increase or decrease or hedge its investment in the Issuer.

Except as described above, Daito and the other persons named in Item 2 above currently have no plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to the Issuer

Not applicable.

Item 7. Materials to Be Filed as Exhibits

Not applicable.

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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.

Dated: December 27, 2012

ANNEX A

Certain Information Regarding Directors and Executive Officers of

Daito Gyorui Co., Ltd. and Maruha Nichiro Holdings, Inc.

Daito Gyorui Co., Ltd.

Directors and Executive Officers

Each of the following individuals is a director of Daito Gyorui Co. Ltd. In addition, each director exercises the responsibility and authority of persons deemed “executive officers” under the Exchange Act. There are no persons who are “executive officers” of Daito Gyorui Co. Ltd. within the meaning of the Exchange Act who are not also directors.

Maruha Nichiro Holdings, Inc.

Directors and Executive Officers

Each of the following individuals is a director of Maruha Nichiro Holdings, Inc. In addition, each director exercises the responsibility and authority of persons deemed “executive officers” under the Exchange Act. There are no persons who are “executive officers” of Maruha Nichiro Holdings, Inc. within the meaning of the Exchange Act who are not also directors.