SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
BIGGEST LITTLE INVESTMENTS, L.P.
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(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
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(Title of Class of Securities)
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(CUSIP Number)
Ben Farahi
3702 S. Virginia Street, Suite G2
Reno, Nevada 89502
(775) 825-3355
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 5, 2013
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(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7 for other
parties to whom copies are to be sent.
*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).
1) Names of Reporting Persons
Ben Farahi
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):
OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization:
USA
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power 653.26
8) Shared Voting Power 0
9) Sole Dispositive Power 653.26
10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
653.26
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [ ]
13) Percent of Class Represented by Row (11):
42.5%
14) Type of Reporting Person:
IN
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Item 1. Security and Issuer.
Item 1 is hereby amended and restated to read as follows:
This Statement relates to units of limited partnership interest ("Units")
of Biggest Little Investments L.P., a Delaware limited partnership (the
"Partnership"). The address of the Partnership's principal executive office
is 3702 S. Virginia Street, Suite G2, Reno, Nevada 89502.
Item 2. Identity and Background.
Item 2 is hereby amended and restated to read as follows:
(a) - (c) This Statement is being filed by Mr. Ben Farahi. Mr. Farahi
is the manager of Maxum LLC, a Nevada limited liability company that is the
General Partner of the Partnership ("Maxum"). The business address of Mr.
Farahi and Maxum is c/o Biggest Little Investments, L.P., 3702 S. Virginia
Street, Suite G2, Reno, Nevada 89502.
(d) - (e) During the last five years, Mr. Farahi has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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) Mr. Farahi is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following:
Each of Mr. Farahi's purchases set forth below were made using his
personal funds.
Effective July 1, 2009, Mr. Farahi acquired a total of 146 Units from a
series of private transactions at a price of $105.00 per Unit.
Effective October 1, 2009, Mr. Farahi acquired a total of 219 Units from
a series of private transactions at a price of $105.00 per Unit.
Effective September 5, 2013, the Partnership conducted a 1-for-100
reverse split of its Units and, in connection therewith, purchased all of the
Units of any Unit holder who owned less than 100 pre-split Units at a price of
$120.00 per Unit (the "Reverse Split"). As a result of the Reverse Split, the
number of Units held by Mr. Farahi represents 42.5% of the outstanding Units.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated to read as follows:
Mr. Farahi has purchased his Units primarily for investment purposes with
a view to making a profit. Mr. Farahi intends to purchase additional Units
through tender offers, privately negotiated purchases or by any other
permissible means until he acquires 50% or more of the Units of the
Partnership. In so doing, he will also be providing limited partners of the
Partnership with a cost-effective liquidity alternative to the more expensive
secondary market. Mr. Farahi does not have any intent to engage in tender
offers or to make additional acquisitions following the accomplishment of his
goal to own over 50% of the outstanding Units.
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On September 5, 2013, the Partnership effected the Reverse Split of its
Units, resulting in a total of 1,538.55 Units outstanding as of September 5,
2013. On September 6, 2013, the Partnership filed a Form 15 with the
Securities and Exchange Commission, terminating the registration of the Units
under the Securities Exchange Act of 1934, as amended.
Except as described above in this Item 4, Mr. Farahi does not have any
plans or proposals which would relate to or result in:
(a) The acquisition of additional securities of the Partnership, or the
disposition of securities of the Partnership;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Partnership;
(c) A sale or transfer of a material amount of assets of the Partnership;
(d) Any change in the present board of directors or management of the
Partnership, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Partnership;
(f) Any other material change in the Partnership's business or corporate
structure;
(g) Changes in the Partnership's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Partnership by any person;
(h) Causing a class of securities of the Partnership to be delisted from
a national securities exchange or to cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Partnership becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to those enumerated above.
Any future decision of Mr. Farahi to take any such actions with respect
to the Partnership or its securities will take into account various factors,
including the prospects of the Partnership, general market and economic
conditions and other factors deemed relevant.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated to read as follows:
(a) The aggregate percentage of Units reported owned by Mr. Farahi is
based upon 1,538.55 Units outstanding, which is the total number of Units
outstanding as of September 5, 2013. Mr. Farahi beneficially owns 653.26
Units, representing approximately 42.5% of the number of issued and
outstanding Units as of September 5, 2013.
(b) Mr. Farahi has the sole power to vote and dispose of all of the Units
beneficially owned by him.
(c) Pursuant to the Reverse Split, the Partnership had 1,538.55 Units
outstanding as of September 5, 2013, resulting in an increase of Mr. Farahi's
percentage ownership of Units.
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(d) No 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, any
Units owned by Mr. Farahi.
(e) Not applicable.
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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.
Dated: September 11, 2013
/s/ Ben Farahi
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Ben Farahi
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