Leven Michael A – ‘SC 13G’ on 6/9/97 re: US Franchise Systems Inc

As of:  Monday, 6/9/97   ·   Accession #:  950144-97-6706   ·   File #:  5-51079

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      U.S. Franchise Systems, Inc.                           6     21K 

Document Table of Contents

SC 13G
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                                                      OMB APPROVAL
                                                     OMB No. 3235-0145
                                                    Expires September 30, 1988

SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    

Schedule 13G    

Under the Securities Exchange Act of 1934   

U.S. Franchise Systems, Inc.    
-----------------------------------------   
(Name of Issuer)    

Class A Common Stock    
-----------------------------------------   
(Title of Class of Securities)    

902956101   
-----------------------------------------   
(CUSIP Number)    

Check the following box if a fee is being paid with this statement [ ]. (A fee  
is not required only if the filing person: (1) has a previous statement on file 
reporting beneficial ownership of more than five percent of the class of        
securities described in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent of less of such class.)  
(See Rule 13d-7.)                                                               

*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 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).                                                                         

(Continued on the following page(s))    

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-----------------------                                        -----------------
CUSIP No.    902956101                13G                      Page 2 of 5 Pages
-----------------------                                        -----------------

                                                                [Download Table]

--------------------------------------------------------------------------------    
                                                                                    
      1       NAME OF REPORTING PERSON                                              
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

                        Michael A. Leven                                            

--------------------------------------------------------------------------------    
      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                     
                                                                         (a) [ ]    
                                                                         (b) [ ]    
--------------------------------------------------------------------------------    
      3       SEC USE ONLY                                                          

--------------------------------------------------------------------------------    
      4       CITIZENSHIP OR PLACE OF ORGANIZATION                                  

                       U.S.A.                                                       
--------------------------------------------------------------------------------    
                              5        SOLE VOTING POWER                            
      NUMBER OF                                                                     
                                              942,430 (Please see page 6, Exhibit A)
        SHARES                                                                      
                              --------------------------------------------------    
     BENEFICIALLY             6        SHARED VOTING POWER                          

       OWNED BY                               -0-                                   
                              --------------------------------------------------    
         EACH                 7        SOLE DISPOSITIVE POWER                       

      REPORTING                               123,805                               
                              --------------------------------------------------    
        PERSON                8        SHARED DISPOSITIVE POWER                     

         WITH                                 -0-                                   

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

                       942,430 (Please see page 6, Exhibit A)                       
--------------------------------------------------------------------------------    
     10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*   

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

                       10.5% (Total outstanding shares of 9,872,476 on 2/12/97)     
--------------------------------------------------------------------------------    
     12       TYPE OF REPORTING PERSON*                                             

                       IN                                                           
--------------------------------------------------------------------------------    

*SEE INSTRUCTIONS BEFORE FILLING OUT!   

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Item 1(a).     Name of Issuer.                                                  

U.S. Franchise Systems, Inc.                      

Item 1(b).     Address of Issuer's Principal Executive Offices.                 

    13 Corporate Square, Suite 250, Atlanta, Georgia 30329

Item 2(a).     Name of Person Filing.                                           

Michael A. Leven                                  

Item 2(b).     Address of Principal Business Office or, if none, Residence.     

U.S. Franchise Systems, Inc.                      
13 Corporate Square, Suite 250                    
Atlanta, Georgia 30329                            

Item 2(c).     Citizenship.                                                     

USA                                               

Item 2(d).     Title of Class of Securities.                                    

Class A Common Stock                              

Item 2(e).     CUSIP Number.                                                    

902956101                                         

Item 3.        If this statement is filed pursuant to Rule 13d-1(b), or         
13d-2(b), check whether the person filing is a:   

Not applicable.                                   

Item 4(a).     Amount Beneficially Owned as of December 31, 1996.               

942,430 (Please see page 6, Exhibit A)            

Item 4(b).     Percent of Class.                                                

         10.5% (942,430 of 9,872,476 total Class A outstanding as of
February 12, 1997)                                

Item 4(c).     Number of Shares as to Which Such Person has:                    

              (i)    sole power to vote or to direct the vote: 942,430 (please
see Exhibit A, page 6)              

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  (ii)   shared power to vote or to direct the vote: 0
           (iii)  sole power to dispose or to direct the disposition of:
123,805                             
               (iv)   shared power to dispose or to direct the disposition of: 0

Item 5.        Ownership of Five Percent or Less of a Class.                    

Not applicable.                                   

Item 6.        Ownership of More than Five Percent on Behalf of Another Person. 

Not applicable.                                   

Item 7.        Identification and Classification of the Subsidiary Which        
           Acquired the Security Being Reported on by the Parent Holding
Company.                                          

Not applicable.                                   

Item 8.        Identification and Classification of Members of the Group.       

Not applicable.                                   

Item 9.        Notice of Dissolution of Group.                                  

Not applicable.                                   

Item 10.       Certification.                                                   

              By signing below I certify that, to the best of my knowledge and
           belief, the securities referred to above were acquired in the
               ordinary course of business and were not acquired for the purpose
          of and do not have the effect of changing or influencing the
               control of the issuer of such securities and were not acquired in
           connection with or as a participant in any transaction having
such purpose or effect.                           

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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. 

Date: February 12, 1997                     /s/ Michael A. Leven                
      --------------------------           -------------------------------------
                                           Michael A. Leven, President and Chief
                       Executive Officer

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EXHIBIT A   

Breakdown of 942,430 Shares of Class A Common Stock   
Voted by Michael A. Leven   

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

123,805 restricted shares owned directly by Mr. Leven.                          

233,032 restricted shares owned by Mr. Leven's wife Andrea, voted by Mr.        
Leven pursuant to a voting agreement dated October 30, 1996.  Mr. Leven         
disclaims beneficial ownership of these shares.                                 

111,347 restricted shares owned by Neal Aronson, voted by Mr. Leven pursuant    
to a voting agreement dated October 30, 1996.  Mr. Leven disclaims beneficial   
ownership of these shares.                                                      

365,012 unrestricted shares which have been reallocated to other members of     
management which are voted in the same manner as Mr. Leven votes his            
unrestricted shares.  Mr. Leven disclaims beneficial ownership of these shares. 

109,234 restricted shares which have been reallocated to other members of       
management which are voted in the same manner as Mr. Leven votes his            
restricted shares.  Mr. Leven disclaims beneficial ownership of these shares.   

Total = 942,430 = 10.5%                                                         

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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:		6/9/97							SC 13G
		2/12/97		3		5
		12/31/96		3					10-K
		10/30/96		6
									List all Filings