Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J1VPmOJvQIogkLlrDjLQwQFbL0ZMdAR0k9RcZjb5yS1c7G6NGlitrxxAzkUTDBHl TF0Iz2sL7dYUcE//adbHUw== 0001193125-09-024177.txt : 20090210 0001193125-09-024177.hdr.sgml : 20090210 20090210171849 ACCESSION NUMBER: 0001193125-09-024177 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090210 DATE AS OF CHANGE: 20090210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ITALIAN PASTA CO CENTRAL INDEX KEY: 0000849667 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 841032638 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53419 FILM NUMBER: 09586634 BUSINESS ADDRESS: STREET 1: 4100 N MULBERRY DRIVE SUITE 200 CITY: KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 8165026000 MAIL ADDRESS: STREET 1: 4100 N MULBERRY DRIVE SUITE 200 CITY: KANSS CITY STATE: MO ZIP: 64116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLUSKIN SHEFF & ASSOC INC CENTRAL INDEX KEY: 0000905790 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 181 BAY STREET, SUITE 4600 STREET 2: P.O. BOX 774 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 4166816000 MAIL ADDRESS: STREET 1: 181 BAY STREET, SUITE 4600 STREET 2: P.O. BOX 774 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

AMERICAN ITALIAN PASTA

(Name of Issuer)

Common Shares

(Title of Class of Securities)

027070101

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ 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).

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 control number.

CUSIP No. 027070101


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). *(Not Applicable)* Gluskin Sheff + Associates Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. Sole Voting Power 1,598,760
		6. Shared Voting Power (Not Applicable)
		7. Sole Dispositive Power 1,598,760
		8. Shared Dispositive Power (Not Applicable)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 7.9%
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11.		Percent of Class Represented by Amount in Row (9) 7.9%
12.		Type of Reporting Person (See Instructions) OO – Investment Counsel and Portfolio Manager registered in Canada and the U.S.

Item 1.


(a)	Name of Issuer:	American Italian Pasta

(b)	Address of Issuer’s Principal Executive Offices:
		4100 N Mulberry Drive, Suite 200, Kansas MO 64116

Item 2.


(a)	Name of Person Filing:	Gluskin Sheff + Associates Inc.

(b)	Address of Principal Business Office or, if none, Residence:
		181 Bay Street, Suite 4600, Toronto, Ontario, Canada M5J 2T3

(c)	Citizenship:	Canadian

(d)	Title of Class of Securities:	Common

(e)	CUSIP Number:	027070101

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: (Not Applicable)

(a)	¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)	¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)	¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨ 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)	¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


(a)	Amount beneficially owned:	1,598,760

(b)	Percent of class:	7.9%

(c)	Number of shares as to which the person has:



(i)	Sole power to vote or to direct the vote:	1,598,760

(ii)	Shared power to vote or to direct the vote:	N/A

(iii)	Sole power to dispose or to direct the disposition of:	1,598,760

(iv)	Shared power to dispose or to direct the disposition of:	N/A

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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 ¨. (Not Applicable)

Instruction: Dissolution of a group requires a response to this item.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

If any 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. (Not Applicable)

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. (Not Applicable)

Item 8.

Identification and Classification of Members of the Group

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. (Not Applicable)

Item 9.

Notice of Dissolution of Group

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. (Not Applicable)

Item 10.

Certification

(a)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

(b)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Date		February 10, 2009
Signature		*“James Simmonds”*
Name/Title		Chief Compliance Officer

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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 for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

-----END PRIVACY-ENHANCED MESSAGE-----