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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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. |
756764106 |
Page | 2 |
of | 6 Pages |
1 | NAMES OF REPORTING PERSONS: Heather H. Barbieri |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Not Applicable | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States of America | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 973,693 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 624,366 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 973,693 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
624,366 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,598,059 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
8.4% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
756764106 |
Page | 3 |
of | 6 Pages |
1 | NAMES OF REPORTING PERSONS: DKB and HHB Unity Trust |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
91-6365600 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Washington, U.S.A. | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 624,366 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
624,366 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
624,366 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
3.3% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
Page | 4 |
of | 6 |
Pages |
(a) | Name of Issuer Red Lion Hotels Corporation |
||
(b) | Address of Issuers Principal Executive Offices 201 West North River Drive, Suite 100, Spokane, WA 99201 |
(a) | Name of Person Filing * (1) Heather H. Barbieri (2) DKB and HHB Unity Trust |
* | This Schedule 13G/A is subject to a Joint Filing Agreement filed as an exhibit to the Schedule 13G on February 14, 2005. |
(b) | Address of Principal Business Office or, if none, Residence 201 W. North River Dr. #100, Spokane, WA 99201** |
** | This address applies to all persons specified above in 2(a) |
(c) | Citizenship (1) United States of America (2) Washington, U.S.A. |
(d) | Title of Class of Securities Common Stock, $0.01 par value |
(e) | CUSIP Number 756764106 |
Item 3. | If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A |
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). | |
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
(e) | o | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
(f) | o | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
(g) | o | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
(h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | o | 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) | o | Group, in accordance with 240.13d-1(b)(1)(ii)(J). |
Page | 5 |
of | 6 |
Pages |
Item 4. | Ownership. |
(a) | Amount beneficially owned: | ||
As of December 31, 2006, 1,598,059 shares may be deemed beneficially owned within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 by Heather H. Barbieri, which includes 181 shares held in Ms. Barbieris 401(k), 560,700 shares held by the Heather Barbieri Family LLC and 624,366 shares held by the DKB and HHB Unity Trust, an irrevocable trust, of which Ms. Barbieri and her ex-spouse, Donald K. Barbieri, are co-trustees. Ms. Barbieri otherwise disclaims beneficial ownership of the shares held by the DKB and HHB Unity Trust. | |||
624,366 shares are beneficially owned by the DKB and HHB Unity Trust. | |||
(b) | Percent of class: | ||
For information regarding percent of class with respect to the above listed shares, refer to Item 11 of the Cover Pages. | |||
(c) | Number of shares as to which the person has: For information on voting and dispositive power with respect to the above listed shares, refer to Items 5-8 of the Cover Pages |
Item 5. | Ownership of Five Percent or Less of a Class |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Item 8. | Identification and Classification of Members of the Group |
Item 9. | Notice of Dissolution of Group |
Item 10. | Certification |
Page | 5 |
of | 6 |
Pages |
Dated: February 13, 2007 | /s/ Heather H. Barbieri | |||
Heather H. Barbieri | ||||
Dated: February 13, 2007 | /s/ Heather H. Barbieri | |||
Name: | Heather H. Barbieri | |||
Title: | Trustee | |||
Dated: February 13, 2007 | /s/ Donald K. Barbieri | |||
Name: | Donald K. Barbieri | |||
Title: | Trustee | |||