Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

SCHEDULE 13E-3

(Rule 13e-100)

(Amendment No. 3)

Rule 13e-3 Transaction Statement under Section 13(e)

of the Securities Exchange Act of 1934

____________________________

SonomaWest Holdings, Inc.

____________________________

(Name of the Issuer)

SonomaWest Holdings, Inc.

____________

(Name of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

____________

(Title of Class of Securities)

835637109

____________

(CUSIP Number of Class of Securities)

David J. Bugatto

Robert W.C. Davies

David A. Janke

Members, Special Committee of the Board of Directors

SonomaWest Holdings, Inc.

2064 Highway 116 North

Sebastopol, CA 95472

(707) 824-2534

With a copy to:

	Hillel T. Cohn Morrison & Foerster LLP 555 West Fifth Street Suite 3500 Los Angeles, CA 90013 Telephone: (213) 892 5200 Fax: (213) 892-5454

____________

(Name, Address and Telephone Number of Persons Authorized to

Receive Notices and Communications on Behalf of Person(s) Filing Statement)

This statement is filed in connection with (check the appropriate box):

a. o The filing of solicitation materials or an information statement subject to Regulation 14A,

Regulation 14C or Rule 13e-(c) under the Securities Exchange Act of 1934.

b. o The filing of a registration statement under the Securities Act of 1933.

c. ý A tender offer.

d. o None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

____________

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$6,522,591	$757

* The transaction valuation is estimated solely for purposes of calculating the filing fee. The calculation assumes the purchase of all 649,014 shares of common stock that are proposed to be acquired in the tender offer at a purchase price of $10.05 per share.

** The filing fee was determined by multiplying the transaction valuation by the filing fee of $116.10 per one million dollars of transaction value, in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for Fiscal Year 2011.

ý	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $757.27

Form or Registration No.: Schedule 13E-3/Schedule TO (Reg. No. 005-34214)

Filing Parties: Stapleton Acquisition Company, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust

Date Filed: April 1, 2011

Introduction

This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 is filed by SonomaWest Holdings, Inc., a Delaware corporation (the “Company”) to amend and supplement certain portions of the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as amended and supplemented from time to time, the “Schedule 13E-3”) filed on April 15, 2011 with the Securities and Exchange Commission (the “SEC”) and subsequently amended on April 22, 2011 and May 6, 2011.

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) relates to the offer by Stapleton Acquisition Company, a Delaware corporation (“SAC”) as set forth in the Tender Offer Statement on Schedule TO, dated April 1, 2011 (Reg. No. 005-34214), as amended by Amendment No. 1 dated April 15, 2011, Amendment No. 2 dated May 2, 2011 and Amendment No. 3 dated May 9, 2011(together, the “Schedule TO”), to purchase all the outstanding shares of common stock, par value $0.0001 (the “Common Stock”) of the Company not owned by SAC, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust (collectively, the “Stapleton Group”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 1, 2011 (the “Offer to Purchase”) which was filed as Exhibit (a)(1)(i) to the Schedule TO, and in the related Letter of Transmittal, which was filed as Exhibit (a)(1)(ii) to the Schedule TO (which, together with the Offer to Purchase, as amended or further supplemented from time to time, constitute the “Offer”). The Schedule TO and Amendments No. 1, No. 2 and No. 3 thereto were filed by SAC with the SEC on April 1, 2011, April 15, 2011, May 2, 2011 and May 9, 2011, respectively.

Concurrently with the filing of this Amendment No. 3 to the Schedule 13E-3, the Company has filed Amendment No. 3 to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9, which amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the SEC on April 15, 2011 (as amended and supplemented from time to time, the ”Statement”). Capitalized terms used but not defined herein have the meaning ascribed to them in the Statement.

Item 15. Additional Information

Item 15 is hereby revised and supplemented by adding the following information:

The Offer expired at 5:00 p.m., New York City time, on May 6, 2011. The Company has been informed by SAC that SAC will purchase all of the shares of Common Stock validly tendered in response to its Offer. SAC has advised the Company that as of the expiration of the Offer, a total of approximately 472,925 shares of Common Stock had been tendered pursuant to the Offer and such shares, together with the Shares already owned by SAC, represent approximately 86% of the outstanding shares of the Company’s Common Stock.

SAC has further advised the Company that after it completes its purchase of all the tendered shares, it intends to acquire all of the remaining outstanding Shares by means of a merger under Delaware law. Since SAC owns less than 90% of the outstanding Shares, the “short-form” merger provisions of Delaware law will not be available for the merger. Instead, the merger will be subject to the approval of SonomaWest’s board of directors and to the affirmative vote of a majority of SonomaWest’s outstanding Shares. As a result of the purchase of the Shares tendered in the Offer, SAC has sufficient voting power to approve the merger without the affirmative vote of any other SonomaWest stockholder. As a result of the merger, each Share not tendered in the Offer (other than Shares owned by the Stapleton Group, or Shares, if any, held by stockholders who are entitled to and properly exercise appraisal rights under Delaware law) will be converted into the right to receive the same price of $10.05 per share in cash, without interest and less any applicable withholding taxes, that was paid in the Offer. SAC has also advised the Company that following the merger, SonomaWest will become a privately-held corporation and the Shares will cease to be traded on the over-the-counter “Pink Sheets.” Information regarding the merger will be mailed to SonomaWest stockholders who did not tender their Shares in the Offer and, following the consummation of the merger, instructions will be mailed to such stockholders outlining the steps to be taken to obtain the merger consideration.

Item 16. Exhibits

Item 16 is hereby revised and supplemented by adding the following information:

Exhibit No.	Description

(a)(1)(J)	Amendment No. 3 to the Schedule TO, filed by SAC on May 9, 2011 (incorporated by reference)*

(a)(1)(K)	Press release, dated May 9, 2011, issued by SAC (incorporated by reference to Exhibit (a)(1)(ix) to the Schedule TO filed by SAC on May 9, 2011)*

(a)(2)(E)	Amendment No. 3 to the Solicitation/Recommendation Statement on Schedule 14D-9 (incorporated by reference to the Schedule 14D-9/A filed by the Company on May 9, 2011)

* Indicates a document prepared by SAC. The Company takes no responsibility for the accuracy or completeness of the information container therein or any other document prepared by SAC, or incorporated by reference from such documents into this Schedule 13E-3, or for any failure by SAC to disclose facts or events or circumstances that may have occurred or not occurred, which may affect the significance, completeness or accuracy of any such information.

SIGNATURES

After due inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: May 10, 2011

SonomaWest Holdings, Inc.

By: /s/ David J. Bugatto ____________

Name: David J. Bugatto

Title: Member, Special Committee of the Board of Directors

By: /s/ Robert W.C. Davies_________

Name: Robert W.C. Davies

Title: Member, Special Committee of the Board of Directors

By: /s/ David A. Janke_____________

Name: David A. Janke

Title: Member, Special Committee of the Board of Directors

EXHIBIT INDEX

Exhibit No.	Description

(a)(1)(J)	Amendment No. 3 to the Schedule TO, filed by SAC on May 9, 2011 (incorporated by reference)*

(a)(1)(K)	Press release, dated May 9, 2011, issued by SAC (incorporated by reference to Exhibit (a)(1)(ix) to the Schedule TO filed by SAC on May 9, 2011)*

(a)(2)(E)	Amendment No. 3 to the Solicitation/Recommendation Statement on Schedule 14D-9 (incorporated by reference to the Schedule 14D-9/A filed by the Company on May 9, 2011)