SEC Info - Levine Investments Limited Partnership - ‘SC 13G’ on 11/14/05 re: Outerwall Inc

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Levine Investments Limited Partnership – ‘SC 13G’ on 11/14/05 re: Outerwall Inc

On: Monday, 11/14/05, at 1:47pm ET · Accession #: 1188112-5-1972 · File #: 5-52865

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/14/05  Levine Investments LP             SC 13G                 1:9K   Outerwall Inc                     Toppan Vite NY Inc./FA

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      5     22K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Address of Issuer's Principal Executive Offices: Address of Principal Business Office Or, If None, Residence: Certification: Citizenship: Cusip Number: Identification and Classification of the Members of the Group: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: If This Statement Is Filed Pursuant to Rules 13D-1(B), 13D-2(B) or (C), Check Whether the Person Filing Is: Name of Issuer: Name of Person Filing: Notice of Dissolution of Group: Ownership as of November 11, 2005: Ownership of Five Percent or Less of A Class: Ownership of More Than Five Percent on Behalf of Another Person: Title of Class of Securities:
1	1st Page - Filing Submission
3	Item 1(A). Name of Issuer:
"	Item 1(B). Address of Issuer's Principal Executive Offices:
"	Item 2(A). Name of Person Filing:
"	Item 2(B). Address of Principal Business Office Or, If None, Residence:
"	Item 2(C). Citizenship:
"	Item 2(D). Title of Class of Securities:
"	Item 2(E). Cusip Number:
"	Item 3. If This Statement Is Filed Pursuant to Rules 13D-1(B), 13D-2(B) or (C), Check Whether the Person Filing Is:
"	Item 4. Ownership as of November 11, 2005:
4	Item 5. Ownership of Five Percent or Less of A Class:
"	Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
"	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
"	Item 8. Identification and Classification of the Members of the Group:
"	Item 9. Notice of Dissolution of Group:
"	Item 10. Certification:

SC 13G 1st Page of 5 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------

SCHEDULE 13G

 (AMENDMENT NO. ________)*

Coinstar, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $0.001 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 19259P300
--------------------------------
(CUSIP Number)

November 1, 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)                                               

[X] Rule 13d-1(c)                                               

[ ] 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 purposes 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).                                                                         

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SCHEDULE 13G

CUSIP NO. 19259P300                                                  Page 2 of 5

================================================================================
1   NAME OF REPORTING PERSON                                                
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)           

Levine Investments Limited Partnership                              
86-0663042                                                          
--------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                        
                                                                   (a) [ ]
                                                                   (b) [X]

--------------------------------------------------------------------------------
3   SEC USE ONLY                                                            

N/A                                                                 
--------------------------------------------------------------------------------
4   CITIZENSHIP OR PLACE OF ORGANIZATION                                    

Arizona                                                             
--------------------------------------------------------------------------------
   5   SOLE VOTING POWER

   1,907,957 (1)
                             ---------------------------------------------------
NUMBER OF             6   SHARED VOTING POWER                 
SHARES                                                      
BENEFICIALLY                0                                     
         OWNED BY            ---------------------------------------------------
EACH                7   SOLE DISPOSITIVE POWER            
REPORTING                                                     
PERSON                   1,907,957                          
           WITH              ---------------------------------------------------
          8   SHARED DISPOSITIVE POWER

0         
--------------------------------------------------------------------------------
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            

1,907,957                                                         
--------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  [ ]

--------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                          

6.9%(2)                                                             
--------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON                                                 

PN                                                                  
================================================================================

------------------------                                                        
(1)  Pursuant to the Voting Agreement, dated November 1, 2005 ("Voting          
  Agreement"), between Levine Investments Limited Partnership ("LILP") and
   Coinstar, Inc. ("Coinstar"), LILP appointed Coinstar as proxy for LILP to
  vote the shares owned by LILP. The Voting Agreement was filed as Exhibit
10.1 to Coinstar's Current Report on Form 8-K filed with the SEC on   
November 2, 2005.                                                     
(2)  Based on 27,501,880 shares of Coinstar Common Stock issued and outstanding,
 which is the sum of (i) 25,593,923 shares outstanding as of October 14,
   2005, as reported in Coinstar's Form 10-Q for the quarter ended September
30, 2005, (ii) 1,813,163 shares issued to LILP on November 1, 2005 and
     (iii) 94,794 shares issued to Comerica Bank as Escrow Holder on November 1,
    2005 pursuant to the Escrow Agreement, dated November 1, 2005 (the "Escrow
   Agreement"), among The Amusement Factory, L.L.C., Adventure Vending Inc.,
LILP and Comerica Bank.                                               

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SCHEDULE 13G

CUSIP NO. 19259P300                                                  Page 3 of 5

ITEM 1(A).      NAME OF ISSUER:                                                 

Coinstar, Inc.                                                  

ITEM 1(B).      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:                

1800 114th Avenue, S.E.                                         
Bellevue, WA 98004                                              

ITEM 2(A).      NAME OF PERSON FILING:                                          

Levine Investments Limited Partnership                          

ITEM 2(B).      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:    

1702 E. Highland, Suite 310, Phoenix, Arizona 85016             

ITEM 2(C).      CITIZENSHIP:                                                    

State of Arizona                                                

ITEM 2(D).      TITLE OF CLASS OF SECURITIES:                                   

Common Stock, $0.001 par value per share                        

ITEM 2(E).      CUSIP NUMBER:                                                   

19259P300                                                       

ITEM 3.         IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), 13D-2(B) 
OR (C), CHECK WHETHER THE PERSON FILING IS:     

N/A                                                             

ITEM 4.         OWNERSHIP AS OF NOVEMBER 11, 2005:                              

(a)     Amount beneficially owned: 1,907,957    

(b)     Percent of class: 6.9%(3)               

    (c)     Number of shares as to which such person has

              (i)     sole power to vote or direct the vote:
1,907,957 (4)   

                  (ii)    shared power to vote or direct the vote: 0

              (iii)   sole power to dispose or to direct the
         disposition of: 1,907,957

             (iv)    shared power to dispose or direct the
 disposition of: 0

------------------------                                                        
(3)  Based on 27,501,880 shares of Coinstar Common Stock issued and outstanding,
 which is the sum of (i) 25,593,923 shares outstanding as of October 14,
   2005, as reported in Coinstar's Form 10-Q for the quarter ended September
30, 2005, (ii) 1,813,163 shares issued to LILP on November 1, 2005 and
     (iii) 94,794 shares issued to Comerica Bank as Escrow Holder on November 1,
2005 pursuant to the Escrow Agreement.                                
(4)  Pursuant to the Voting Agreement, LILP appointed Coinstar as proxy for LILP
     to vote the shares owned by LILP. The Voting Agreement was filed as Exhibit
10.1 to Coinstar's Current Report on Form 8-K filed with the SEC on   
November 2, 2005.                                                     

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SCHEDULE 13G

CUSIP NO. 19259P300                                                  Page 4 of 5

ITEM 5.         OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:                   

N/A                                                             

ITEM 6.         OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

N/A                                                             

ITEM 7.         IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH       
             ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:                                        

N/A                                                             

ITEM 8.         IDENTIFICATION AND CLASSIFICATION OF THE MEMBERS OF THE GROUP:  

N/A                                                             

ITEM 9.         NOTICE OF DISSOLUTION OF GROUP:                                 

N/A                                                             

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.      

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SCHEDULE 13G

CUSIP NO. 19259P300                                                  Page 5 of 5

 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.                                                                        

Date:   November 11, 2005                                                       

                                      LEVINE INVESTMENTS LIMITED PARTNERSHIP

                          By: /s/  William S. Levine
                                           -------------------------------------
                                   William S. Levine
                                 General Partner

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G’ Filing	Date	First	Last	Other Filings

Filed on:	11/14/05
	11/11/05	3	5
	11/2/05	2	3	8-K
	11/1/05	1	3	8-K
	10/14/05	2	3
	9/30/05	2	3	10-Q, 4
				List all Filings

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Filing Submission 0001188112-05-001972 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Levine Investments Limited Partnership – ‘SC 13G’ on 11/14/05 re: Outerwall Inc

On: Monday, 11/14/05, at 1:47pm ET · Accession #: 1188112-5-1972 · File #: 5-52865

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Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents