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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: January 31, 2006 Estimated average burden Hours per response . . . . 15 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* COINSTAR, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 19259 P-30-0 (CUSIP Number) December 31, 2005 (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) [_] Rule 13d-1(c) [X] 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). Potential persons who are to 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. 19259 P-30-0 |
13G |
Page 2 of 8 pages | |||
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Hedreen Joint Venture | ||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) [_] | ||||
3 |
SEC USE ONLY
| ||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION State of Washington | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
1,000,000 shares | |||
6 |
SHARED VOTING POWER -0- shares | ||||
7 |
SOLE DISPOSITIVE POWER 1,000,000 shares | ||||
8 |
SHARED DISPOSITIVE POWER -0- shares | ||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1,000,000 shares (1) | ||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
| ||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.91% (2) | ||||
12 |
TYPE OF REPORTING PERSON* OO |
(1) Directly owned by Hedreen Joint Venture ("JV"). Richard C. Hedreen as manager may be deemed to be the beneficial owner of the JV, and may be deemed to have voting and dispositive power with respect to such shares.
(2) Based on 25,593,923 shares of Coinstar common stock outstanding as of October 14, 2005 as reported on the Issuer's quarterly report on Form 10-Q for the period ended September 30, 2005 filed with the SEC on October 28, 2005. Beneficial ownership is calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934.
CUSIP NO. 19259 P-30-0 |
13G |
Page 3 of 8 pages | |||
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Richard C. Hedreen | ||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) [_] | ||||
3 |
SEC USE ONLY
| ||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
1,000,000 shares | |||
6 |
SHARED VOTING POWER -0- shares | ||||
7 |
SOLE DISPOSITIVE POWER 1,000,000 shares | ||||
8 |
SHARED DISPOSITIVE POWER -0- shares | ||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1,000,000 shares (1) | ||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
| ||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.91% (2) | ||||
12 |
TYPE OF REPORTING PERSON* IN |
(1) Directly owned by Hedreen Joint Venture ("JV"). Richard C. Hedreen as manager may be deemed to be the beneficial owner of the JV, and may be deemed to have voting and dispositive power with respect to such shares.
(2) Based on 25,593,923 shares of Coinstar common stock outstanding as of October 14, 2005 as reported on the Issuer's quarterly report on Form 10-Q for the period ended September 30, 2005 filed with the SEC on October 28, 2005. Beneficial ownership is calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934.
Item 1 (a). Name of Issuer: COINSTAR, INC.
Item 1 (b). Address of Issuer's Principal Executive Offices:
1800 114th Avenue S.E., Suite 200
Bellevue, Washington 98004
Item 2 (a). Name of Person Filing: Hedreen Joint Venture and Richard C. Hedreen.
Item 2 (b). Address of Principal Business Office or, if none, Residence:
P. O. Box 9006
Seattle, Washington 98109
Item 2 (c). Citizenship:
Hedreen Joint Venture is a Washington joint venture.
Richard C. Hedreen is a citizen of the United States of America.
Item 2 (d). Title of Class of Securities: Common Stock, par value $0.001 per share
Item 2 (e). CUSIP No: 19259 P-30-0
Item 3. If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 1,000,000 shares (1)
(b) Percent of Class: 3.91% (2)
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote 1,000,000 shares (1)
(ii) shared power to vote or to direct the vote -0- shares
(iii) sole power to dispose or to direct the disposition of 1,000,000 shares (1)
(iv) shared power to dispose or to direct the disposition of - -0- shares ___________________________________________
(1) Directly owned by Hedreen Joint Venture ("JV"). Richard C. Hedreen as manager may be deemed to be the beneficial owner of the JV, and may be deemed to have voting and dispositive power with respect to such shares.
(2) Based on 25,593,923 shares of Coinstar common stock outstanding as of October 14, 2005 as reported on the Issuer's quarterly report on Form 10-Q for the period ended September 30, 2005 filed with the SEC on October 28, 2005. Beneficial ownership is calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934.
Page 4 of 8 pages |
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 [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
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.
Page 5 of 8 pages |
SIGNATURES
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.
January 25, 2006 |
HEDREEN JOINT VENTURE
By: /s/ Richard C. Hedreen Richard C. Hedreen, Manager |
/s/ Richard C. Hedreen Richard C. Hedreen |
Page 6 of 8 pages |
EXHIBIT INDEX
Exhibit |
Description |
99.1 |
Joint Filing Agreement |
Page 7 of 8 pages |
EXHIBIT 99.1
Joint Filing Agreement
We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto by either or both of us will be filed, on behalf of each of us.
Dated: January 25, 2006 |
HEDREEN JOINT VENTURE
By: /s/ Richard C. Hedreen Richard C. Hedreen, Manager |
Dated: January 25, 2006 |
/s/ Richard C. Hedreen Richard C. Hedreen |
Page 8 of 8 pages |