SEC Info - Digenova Silvano A - ‘4/A’ for 1/6/07 re: Superior Galleries Inc.

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DIGENOVA SILVANO A

(Last)

(First)

(Middle)

32001 S. COAST HIGHWAY

(Street)

LAGUNA BEACH

92651

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUPERIOR GALLERIES INC [ SPGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
1/6/07

4. If Amendment, Date of Original Filed (Month/Day/Year)
1/9/07

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	1/6/07		S ⁽¹⁾		355,000	D	$0.7	1,380,934	D
Common Stock	1/6/07		S ⁽¹⁾		202,330	A	$1.98 ⁽²⁾	1,583,264	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B $1.00 Convertible Preferred	$1.98	1/6/07		M ⁽¹⁾			400,000	⁽³⁾	⁽³⁾	Common Stock	202,330	⁽²⁾	0	D

Explanation of Responses:

(1) These transactions have been approved by the Board of Directors of the Issuer and are exempt from Section 16(b) under Rule 16b-3(d).

(2) The reporting person converted 400,000 shares of Series B $1.00 Convertible Preferred stock on January 6, 2007, at a conversion price of $1.98 per share, resulting in his acquisition of 202,330 shares of common stock. The Series B $1.00 Convertible Preferred Stock was convertible into common stock at a fixed conversion price of $2.00 per share, subject to adjustments, which reduced the conversion price to $1.98 per share.

(3) The Series B $1.00 Convertible Preferred Stock was convertible into common stock at any time and had no expiration date.

Remarks:

	/s/ Silvano DiGenova	3/6/07
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.
S	Open market or private sale of non-derivative or derivative security.

Digenova Silvano A – ‘4/A’ for 1/6/07 re: Superior Galleries Inc.

On: Wednesday, 3/7/07, at 1:24pm ET · For: 1/6/07 · As: 10% Owner · Accession #: 1019687-7-655 · File #: 0-27121

Previous ‘4’: ‘4’ on 2/7/07 for 2/6/07 · Latest ‘4’: This Filing

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Digenova Silvano A – ‘4/A’ for 1/6/07 re: Superior Galleries Inc.

On: Wednesday, 3/7/07, at 1:24pm ET · For: 1/6/07 · As: 10% Owner · Accession #: 1019687-7-655 · File #: 0-27121

Previous ‘4’: ‘4’ on 2/7/07 for 2/6/07 · Latest ‘4’: This Filing

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents