0001144204-12-068635.txt : 20121219 0001144204-12-068635.hdr.sgml : 20121219 20121219142728 ACCESSION NUMBER: 0001144204-12-068635 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121219 DATE AS OF CHANGE: 20121219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ross Donald M CENTRAL INDEX KEY: 0001565007 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: SUITE 600 - 110 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M5C 1T6 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Umami Sustainable Seafood Inc. CENTRAL INDEX KEY: 0001368765 STANDARD INDUSTRIAL CLASSIFICATION: FISHING, HUNTING & TRAPPING [0900] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84849 FILM NUMBER: 121273990 BUSINESS ADDRESS: STREET 1: 1230 COLUMBIA ST., STREET 2: SUITE 440 CITY: SAN DIEGO, STATE: CA ZIP: 92101 BUSINESS PHONE: (619) 544-9177 MAIL ADDRESS: STREET 1: 1230 COLUMBIA ST., STREET 2: SUITE 440 CITY: SAN DIEGO, STATE: CA ZIP: 92101 FORMER COMPANY: FORMER CONFORMED NAME: LIONS GATE LIGHTING CORP. DATE OF NAME CHANGE: 20060712 SC 13D 1 v330520_sc13d.htm SCHEDULE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

UMAMI SUSTAINABLE SEAFOOD INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

904074101

(CUSIP Number)

Donald M. Ross

c/o Jones Gable & Company Limited

110 Yonge Street, Suite 600

Toronto, Ontario, Canada M5C 1T6

+1 416-365-8000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 7, 2012

(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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a person’s initial filing on this form with respect to subject class of securities, and for any subsequent amendment containing information which would alter disclosures 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).

1.	NAMES OF REPORTING PERSONS Donald M. Ross
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) PF; OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 9,645,443(1)
		8.	SHARED VOTING POWER -- 0 --
		9.	SOLE DISPOSITIVE POWER 9,645,443(1)
		10.	SHARED DISPOSITIVE POWER -- 0 --
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,645,443(1)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2%(2)
12.	TYPE OF REPORTING PERSON (see instructions) IN

(1)

Consists of 3,888,043 shares owned of record by Jones Gable & Company Limited and 5,757,400 shares of owned of record by the Reporting Person’s wife, Gretchen Ross. The Reporting Person has the sole voting and dispositive power with respect to all of such shares.

(2)

The percentage owned is based on 59,515,543 shares of common stock outstanding as of November 12, 2012, as reported by the Issuer in its Form 10-K/A filed with the Commission on November 21, 2012.

The information set forth in response to each separate item shall be deemed to be a response to all Items where such information is relevant

Item 1. Security and Issuer

This Schedule 13D relates to the Common Stock of Umami Sustainable Seafood Inc. (the “Issuer”) that is beneficially owned by Donald M. Ross. The Issuer’s principal executive office is located at 1230 Columbia St., Suite 440, San Diego, CA 94089.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by Donald M. Ross (the “Reporting Person”).

(b) The Reporting Person’s business address is c/o Jones Gable & Company Limited, 110 Yonge Street, Suite 600, Toronto, Ontario, Canada M5C 1T6.

(c) The Reporting Person is the President of Jones Gable & Company Limited (“Jones Gable”). Jones Gable is a full service investment dealer which provides investment advisory and brokerage services to individual and institutional clients and market making services for publicly held companies and and assists companies with capital raising activities. Jones Gable’s principal executive office is located at 110 Yonge Street, Suite 600, Toronto, Ontario, Canada M5C 1T6.

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

(e) During the last five years, the Reporting Person 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 been 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 violation with respect to such laws.

(f) The Reporting Person is a citizen of Canada.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person acquired beneficial ownership of an aggregate of 2,710,505 shares of Common Stock of the Issuer using personal funds in a private placement transaction in July 2010. In addition, the Reporting Person previously used personal funds to make a loan to a holder of shares of Common Stock of the Issuer. Shares of Common Stock of the Issuer held by such borrower were pledged as collateral for the loan. On December 7, 2012, the Reporting Person acquired beneficial ownership of 6,934,938 shares of Common Stock upon foreclosure on that pledge. All of such shares are held of record by Jones Gable and the Reporting Person’s wife, Gretchen Ross. The Reporting Person has the sole voting and dispositive power with respect to such shares.

Item 4. Purpose of Transaction

The information contained in Item 3 above is incorporated herein by reference. The Reporting Person acquired beneficial ownership of 2,710,505 shares of Common Stock of the Issuer using personal funds in a private placement transaction in July 2010 and acquired beneficial ownership of 6,934,938 shares of Common Stock of the Issuer on December 7, 2012 upon foreclosure on a pledge of shares of Common Stock of the Issuer.

(a) The Reporting Person may, directly or indirectly, (i) make further purchases of shares of Common Stock of the Issuer through open market or privately negotiated transactions or otherwise, or (ii) sell all or part of the shares of Common Stock beneficially owned by the Reporting Person in open market or privately negotiated transactions or otherwise. The Reporting Person has not reached any decision with respect to any such possible actions.

(b) – (j) The Reporting Person does not currently have any plans or proposals which relate to or would result in any any of the matters set forth in clauses (b) – (j) of this Item 4.

Item 5. Interest in Securities of the Issuer

(a) The Issuer had 59,515,543 shares of Common Stock outstanding as of November 12, 2012, as reported by the Issuer in its Form 10-K/A filed with the Commission on November 21, 2012. As of the date hereof, the Reporting Person beneficially owns an aggregate of 9,645,443 shares of Common Stock of the Issuer, representing 16.2% of the outstanding shares of Common Stock of the Issuer.

(b) The Reporting Person has the sole power to vote the shares of Common Stock of the Issuer beneficially owned by him, and the Reporting Person has the sole power to dispose , or direct the disposition of, the shares of Common Stock of the Issuer beneficially owned by him.

(c) Except as set forth in this Schedule 13D, the Reporting Person has not affected any transaction in the Common Stock of the Issuer on his behalf (directly or indirectly) during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The disclosure set forth in Item 4, above, is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 17, 2012

		/s/ DONALD M. ROSS
		Donald M. Ross