| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/05/2011 |
3. Issuer Name and Ticker or Trading Symbol
PACIFIC ENTERTAINMENT CORP [ PENT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, no par value | 4,391,133 | I | As trustee for The Meader Family Trust dated June 27, 2002(1) |
| Common Stock, no par value | 1,500,000 | I | As trustee for Ani Meader Trust(2) |
| Common Stock, no par value | 1,500,000 | I | As trustee for Mark Meader Trust(2) |
| Common Stock, no par value | 1,500,000 | I | As trustee for Anthony Mead(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Qualified Stock Option | 01/20/2009 | 01/20/2014 | Common Stock | 2,000,000 | 0.4 | D | |
| Non-Qualified Stock Option(3) | 04/01/2011 | 04/01/2021 | Common Stock | 250,000 | 0.44 | D | |
| Non-Qualified Stock Option(3) | 04/01/2012 | 04/01/2021 | Common Stock | 250,000 | 0.44 | D | |
| Non-Qualified Stock Option(3) | 04/01/2013 | 04/01/2021 | Common Stock | 250,000 | 0.44 | D | |
| Non-Qualified Stock Option(3) | 04/01/2014 | 04/01/2021 | Common Stock | 250,000 | 0.44 | D | |
| Explanation of Responses: |
| 1. This is a joint filing by Michael G. Meader and The Meader Family Trust dated June 27, 2002 (the "Trust"). Mr. Meader shares voting power over shares held by the Trust with co-trustee Suzanne Donayan Meader. |
| 2. As co-trustee of these trusts, Mr. Meader is deemed a beneficial owner of the shares held in the trusts pursuant to Rule 13d-3(d)(1). However, Mr. Meader disclaims ownership of these securities except to the extent of any pecuniary interest therein. |
| 3. On April 1, 2011, the Issuer awarded Mr. Meader an option to purchase up to 1,000,000 shares of its no par value common stock. The option vests as to 250,000 shares on each of the grant date and the first through third anniversaries of the grant date. |
| Remarks: |
| /s/ Michael G. Meader | 07/05/2011 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||