-----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, LXxqQxKaJ6vpxkR0+31jEYC/VedzA0vrrVDCCb9/fEFoaqPQN3W02d7SNIi4SPHH gDsSkdYTq3L+iddtFs3K8A== 0001088193-09-000021.txt : 20090416 0001088193-09-000021.hdr.sgml : 20090416 20090415173324 ACCESSION NUMBER: 0001088193-09-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090416 DATE AS OF CHANGE: 20090415 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vestin Realty Mortgage II, Inc CENTRAL INDEX KEY: 0001327603 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 611502451 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82574 FILM NUMBER: 09752190 BUSINESS ADDRESS: STREET 1: 6149 SOUTH RAINBOW BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 702 227-0965 MAIL ADDRESS: STREET 1: 6149 SOUTH RAINBOW BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89118 FORMER COMPANY: FORMER CONFORMED NAME: Vestin Realty Trust II, Inc DATE OF NAME CHANGE: 20050518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHUSTEK MICHAEL V CENTRAL INDEX KEY: 0001088193 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 6149 SOUTH RAINBOW BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89118 SC 13D/A 1 schedule13d_04142009.htm MICHAEL V. SHUSTEK SCHEDULE 13D/A 04-14-2009 schedule13d_04142009.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment  No.   4  )*


VESTIN REALTY MORTGAGE II, INC.
(Name of Issuer)


COMMON STOCK, $0.0001 PER SHARE PAR VALUE
(Title of Class of Securities)


92549X 201
(CUSIP Number)


 
Michael V. Shustek
6149 SOUTH RAINBOW BOULEVARD
LAS VEGAS, NEVADA 89118
(702) 227-0965
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)


April 14, 2009
(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. [   ].


*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 disclosures provided in a prior cover page.


The information required on 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.   92549X 201

1
 
NAMES OF REPORTING PERSONS:
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
   
 
Michael V. Shustek
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
 
(a) [   ]
 
(b) [   ]
3
 
SEC USE ONLY:
   
   
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
 
WC, PF, OO
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
 
[ X ]
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
   
 
Nevada, USA
 
7
 
SOLE VOTING POWER:
     
NUMBER OF
 
1,343,807
SHARES
8
 
SHARED VOTING POWER:
BENEFICIALLY
   
OWNED BY
 
225,134
EACH
9
 
SOLE DISPOSITIVE POWER:
REPORTING
   
PERSON
 
1,343,807
WITH
10
 
SHARED DISPOSITIVE POWER:
     
   
225,134
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
 
1,568,941
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
 
[   ]
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
 
11.4%
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
 
IN







ITEM 1.
SECURITY AND ISSUER.

This statement constitutes Amendment No. 4 (“Amendment No. 4”) to the Statement on Schedule 13D, filed with the Securities and Exchange Commission on August 22, 2008 (the “Original Schedule 13D”) by Michael V. Shustek (the “Reporting Person”).  This Amendment No. 4 relates to the common stock, par value $0.0001 per share (the "Shares"), of Vestin Realty Mortgage II, Inc., a Maryland Corporation (the "Issuer" or “VRM II”), and is being filed by the Reporting Person.  The Issuer's current principal executive offices are located at 6149 S. Rainbow Blvd., Las Vegas, NV 89118.  This Amendment No. 4 is being filed to reflect additional purchases of the Issuer’s shares by the Reporting Person and to update certain other information in the Schedule 13D.  Except as specifically amended by this Amendment No. 4, the Original Schedule 13D, as amended by the Prior Amendments, remains in full force and effect.  Capitalized terms used but not defined herein shall have the meaning set forth in the Original Schedule 13D.

ITEM 2.
IDENTITY AND BACKGROUND

Reporting Person:

(a)
Michael V. Shustek.

(b)
6149 S. Rainbow Blvd., Las Vegas, NV 89118.

(c)
Mr. Shustek is the Chief Executive Officer (“CEO”) and director of the Issuer, Vestin Realty Mortgage I, Inc., inVestin Nevada, Inc., Vestin Group, Inc., Vestin Mortgage Inc., Vestin Originations, Inc., and Shustek Investment, Inc. and the managing member of Vestin Fund III, LLC.  The principal business of these companies is to invest in, or originate loans secured by real estate through deeds of trust or mortgages.

(d)
During the last five years Mr. Shustek has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)
On September 27, 2006, the Securities and Exchange Commission entered an Administrative Order (the “Order”) naming Vestin Mortgage, Inc. and its Chief Executive Officer, Michael Shustek, as well as Vestin Capital as respondents (collectively, the “Respondents”.)  The Respondents consented to the entry of the Order without admitting or denying the findings therein.  In the Order, the Commission finds that the Respondents violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 through the use of certain slide presentations in connection with the sale of units in Vestin Fund III, LLC and in the Issuer’s predecessor, Vestin Fund II, LLC.  The Respondents consented to the entry of a cease and desist order, the payment by Mr. Shustek of a fine of $100,000 and Mr. Shustek’s suspension from association with any broker or dealer for a period of six months.  In addition, the Respondents agreed to implement certain undertakings with respect to future sales of securities.

(f)
Citizenship USA.

Company holding shares with respect to which the Reporting Person has shared voting and dispositive power:

(a)
Vestin Realty Mortgage I, Inc. a Maryland corporation (“VRM I”).

(b)
6149 S. Rainbow Blvd., Las Vegas, NV 89118.

(c)
VRM I is a real estate investment trust (“REIT”) and its principal business is to invest in loans secured by real estate through deeds of trust or mortgages.

(d)
During the last five years VRM I has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).



(e)
During the last five years VRM I has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violations of such laws.

(f)
Citizenship N/A.

Member of VRM I board of directors:

(a)
Donovan J. Jacobs;

(b)
2295 Needham Rd. #41, El Cajon, CA 92020;

(c)
Mr. Jacobs is an attorney who has been practicing law in San Diego, California where he represents police officers in both administrative and civil actions and is a Director of VRM I;

(d)
During the last five years Mr. Jacobs has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);

(e)
During the last five years Mr. Jacobs has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violations of such laws.

(f)
Citizenship: USA.

Member of VRM I board of directors:

(a)
Kenneth A. Seltzer;

(b)
17 Candlewyck Drive, Henderson, NV 89052;

(c)
Mr. Seltzer is the president of the accounting firm of Kenneth A. Seltzer, CPA A.P.C. that specializes in compilations and reviews for small and medium size businesses as well as federal and state tax reporting and is a Director of VRM I;

(d)
During the last five years Mr. Seltzer has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);

(e)
During the last five years Mr. Seltzer has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violations of such laws.

(f)
Citizenship: USA.

Member of VRM I board of directors:

(a)
Robert J. Aalberts;

(b)
311 Vallarte Drive, Henderson, Nevada 89014;



(c)
Mr. Aalberts is a professor in the Collage of Business at the University of Nevada Las Vegas located at 4505 Maryland Pkwy, Las Vegas, Nevada 89154 and is a Director and member of the Audit Committee of VRM I;

(d)
During the last five years, Mr. Aalberts has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);

(e)
During the last five years Mr. Aalberts has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violations of such laws;

(f)
Citizenship: USA.

Member of VRM I board of directors:

(a)
Daryl C. Idler, Jr;

(b)
110 West C St. STE 1901, San Diego, CA 92101;

(c)
Mr. Idler, Jr. serves as President and Managing General Partner of Premier Golf Properties, LP, dba Cottonwood Golf Club in Rancho San Diego, California and is a Director of VRM I;

(d)
During the last five years Mr. Idler, Jr. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);

(e)
During the last five years Mr. Idler, Jr. has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violations of such laws.

(f)
Citizenship: USA.

Company holding shares indirectly held by Reporting Person:

(a)
Vestin Fund III, LLC a Nevada limited liability company (“Fund III”).

(b)
6149 S. Rainbow Blvd., Las Vegas, NV 89118.

(c)
Fund III is a limited liability company whose principal business is to invest in loans secured by real estate through deeds of trust or mortgages.

(d)
During the last five years Fund III has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)
During the last five years Fund III has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violations of such laws.

(f)
Citizenship N/A.



Company holding shares indirectly held by Reporting Person:

(a)
Vestin Mortgage, Inc. a Nevada corporation (“Vestin Mortgage”).

(b)
6149 S. Rainbow Blvd., Las Vegas, NV 89118.

(c)
Vestin Mortgage is engaged in the management of REITs and other companies that invest in real estate mortgages.

(d)
During the last five years Vestin Mortgage has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)
On September 27, 2006, the Securities and Exchange Commission entered an Administrative Order (the “Order”) naming Vestin Mortgage, Inc. and its Chief Executive Officer, Michael Shustek, as well as Vestin Capital as respondents (collectively, the “Respondents”.)  The Respondents consented to the entry of the Order without admitting or denying the findings therein.  In the Order, the Commission finds that the Respondents violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 through the use of certain slide presentations in connection with the sale of units in Vestin Fund III, LLC and in the Reporting Persons’ predecessor, Vestin Fund II, LLC.  The Respondents consented to the entry of a cease and desist order, the payment by Mr. Shustek of a fine of $100,000 and Mr. Shustek’s suspension from association with any broker or dealer for a period of six months.  In addition, the Respondents agreed to implement certain undertakings with respect to future sales of securities.

(f)
Citizenship N/A.

Parent of Vestin Mortgage, Inc.:

(a)
Vestin Group, Inc. a Nevada corporation (“Vestin Group”).

(b)
6149 S. Rainbow Blvd., Las Vegas, NV 891183.

(c)
Vestin Group is primarily engaged in the commercial mortgage brokerage business through its subsidiaries.

(d)
During the last five years Vestin Group has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)
During the last five years Vestin Group has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violations of such laws.

(f)
Citizenship N/A.

ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Original Schedule 13D, is hereby amended to include the following information:

Mr. Shustek purchased the additional 138,782 shares with his personal funds totaling $369,999.  The aggregate amount of funds used by Mr. Shustek, Vestin Mortgage, VRM I and Fund III to purchase 1,568,941 shares of the Issuer’s Common Stock as of April 14, 2009, was $13,540,438.



ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.

(a)
Aggregate Number and Percentage of Securities.  The Reporting Person is the beneficial owner of 1,568,941 shares of Common Stock of the Issuer, representing approximately 11.4% of the Issuer's common stock (based upon 13,785,040 shares of common stock outstanding at April 14, 2009).  The Reporting Person, directly owns 1,136,991 shares of the Issuer’s common stock (totaling 8.2%) and indirectly owns and has economic benefit of 92,699 shares of the Issuer’s common stock (totaling 0.7%) through his ownership of Vestin Mortgage.  In addition, through his management powers, the Reporting Person has shared voting and dispositive power over 225,134 (1.6%) shares, owned by VRM I and sole voting and dispositive power with respect to 114,117 (0.8%) shares owned by Fund III.  The Reporting Person owns an approximate 4.3% interest in VRM I and is an executive officer and director of VRM I.  The Reporting Person’s pecuniary interest in the Issuer’s shares owned by VRM I is 9,768 shares.  The Reporting Person owns an approximate 12.4% interest in Fund III and is the Chairman, President and Chief Executive Officer of Vestin Mortgage, Inc., the manager of Fund III.  The Reporting Person’s pecuniary interest in the Issuer’s shares owned by Fund III is 14,125 shares.

(b)
Power to Vote and Dispose.  The Reporting Person has sole voting and dispositive power with respect to shares  he owns directly and with respect to shares owned by Vestin Mortgage and Fund III.  He has shared voting and dispositive power with respect to shares owned by VRM I.  Voting and dispositive power with respect to shares owned by VRM I is shared with the members of VRM I’s Board of Directors.

(c)
Transactions within the Past 60 Days.  The Reporting Person has effected the following transactions in the Issuer's securities, including shares of the Issuer's common stock, within sixty (60) days preceding the date hereof.

Date
 
Total Purchase
Price Including
Commissions and Fees
 
# of Shares
 
Price Per
Share Including
Commissions and Fees
 
Nature of
Transaction
February 18, 2009
$
50,001.26
 
17,086
$
2.93
 
Open Market Purchase
February 25, 2009
$
49,999.64
 
16,959
$
2.95
 
Open Market Purchase
March 4, 2009
$
50,000.91
 
20,138
$
2.48
 
Open Market Purchase
March 11, 2009
$
50,000.05
 
19,627
$
2.55
 
Open Market Purchase
March 18, 2009
$
49,999.00
 
17,467
$
2.86
 
Open Market Purchase
March 25, 2009
$
50,000.93
 
18,982
$
2.63
 
Open Market Purchase
April 1, 2009
$
50,001.17
 
18,747
$
2.67
 
Open Market Purchase
April 6, 2009
$
12,501.18
 
5,044
$
2.48
 
Open Market Purchase
April 7, 2009
$
12,499.39
 
5,090
$
2.46
 
Open Market Purchase

Vestin Mortgage, VRM I and Fund III have not effected any transactions within the last 60 with the Issuer’s securities.

(d)
Certain Rights of Other Persons.  Not applicable.

(e)
Date Ceased to be a 5% Owner.  Not applicable.






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:
 
April 15, 2009
     
     
By:
 
/s/ Michael V. Shustek
   
Michael V. Shustek




 
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