Regulatory Filings • Dec 18, 2009
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Download Source File144 1 g21581e144.htm FORM 144 e144 PAGEBREAK
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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | OMB APPROVAL | |||||||
|---|---|---|---|---|---|---|---|---|
| OMB Number: 3235-0101 Expires: December 31, 2009 Estimated average burden hours per response 2.00 | ||||||||
| SEC USE | ||||||||
| ONLY | ||||||||
| DOCUMENT SEQUENCE NO. | ||||||||
| CUSIP NUMBER | ||||||||
| ATTENTION: Transmit for filing 3 copies of this form concurrently with either | ||||||||
| placing an order with a broker to execute sale or executing a sale | ||||||||
| directly with a market maker. | ||||||||
| 1 (a) NAME OF ISSUER (Please type or print) | (b) IRS IDENT. | |||||||
| NO. | (c) S.E.C. FILE | |||||||
| NO. | WORK LOCATION | |||||||
| Kirklands, Inc. | 62-1287151 | 000-49885 | ||||||
| 1 (d) | ADDRESS OF ISSUER | STREET | CITY | STATE | ZIP | |||
| CODE | (e) TELEPHONE | |||||||
| NO. | ||||||||
| 431 Smith Lane | Jackson | TN | AREA CODE | NUMBER | ||||
| 731 | 988-3600 | |||||||
| 2 (a) | NAME OF PERSON FOR WHOSE ACCOUNT THE | |||||||
| SECURITIES ARE TO BE SOLD | (b) | RELATIONSHIP TO ISSUER | (c) | ADDRESS STREET | CITY | STATE | ZIP CODE | |
| Miles Kirkland (1) | Director | C/O Mastrapasgua Asset Management, 814 Church St, Suite 600 Nashville TN | 37207 |
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
| 3 (a) Title of the Class of Securities To Be Sold | (b) | (c) | (d) | (e) | (f) | (g) |
|---|---|---|---|---|---|---|
| Broker-Dealer File Number | ||||||
| Common | ||||||
| Stock | Morgan Keegan Co., Inc. 50 North Front Street Memphis, TN 38103 | Up to 100,000 | $1,895,000 (as of 12/14/09) | 19,709,563 | Commencing on 12/21/09 | NASDAQ |
INSTRUCTIONS:
| 1. | (a) | Name of issuer | (a) | Title of the class of securities to be
sold |
| --- | --- | --- | --- | --- |
| | (b) | Issuers I.R.S. Identification
Number | (b) | Name and address of each broker through whom
the securities are intended to be sold |
| | (c) | Issuers S.E.C. file number, if
any | (c) | Number of shares or other units to be sold
(if debt securities, give the aggregate face amount) |
| | (d) | Issuers address, including zip
code | (d) | Aggregate market value of the securities to
be sold as of a specified date within 10 days prior to the filing of this
notice |
| | (e) | Issuers telephone number, including area
code | (e) | Number of shares or other units of the class
outstanding, or if debt securities the face amount thereof outstanding, as
shown by the most recent report or statement published by the
issuer |
| | | | (f) | Approximate date on which the securities are
to be sold |
| 2. | (a) | Name of person for whose account the
securities are to be sold | (g) | Name of each securities exchange, if any, on
which the securities are intended to be sold |
| | (b) | Such persons relationship to the issuer
(e.g., officer, director, 10% stockholder, or member of immediate family
of any of the foregoing) | | |
| | (c) | Such persons address, including zip
code | | |
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1147 (02-08)
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TABLE I SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
| Title of | Date you | Name of Person from Whom Acquired | Amount of | Date of | ||
|---|---|---|---|---|---|---|
| the Class | Acquired | Nature of Acquisition Transaction | (If gift, also give date donor acquired) | Securities Acquired | Payment | Nature of Payment |
| Common | 10/21/05 | Gift (2) | Carl T. Kirkland GRAT 2001-1, Robert Walker, Trustee (12/01) | 467,289 | N/A | N/A |
INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
TABLE II SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
| Name and Address of Seller |
|---|
| N/A |
| REMARKS: | This Form provides information regarding potential sales by
The Miles T. Kirkland 2001-1 Separate Trust, Robert Walker, Trustee
(the Trust), which received shares of the Issuer on
October 21, 2005 from the Carl T. Kirkland GRAT 2001-1, Robert
Walker, Trustee (the GRAT). As sole beneficiary to the
Trust, the Trust and Miles Kirkland are deemed the same person for the
purposes of this Form pursuant to Rule 144(a)(ii). |
| --- | --- |
| (2) | The gift from the GRAT to the Trust, as to which Robert
Walker serves as Trustee, was for the benefit of Miles Kirkland as
sole beneficiary. Mr. Kirkland disclaims beneficial ownership of all shares owned by the Trust, and the filing of this Form is not an admission that he is the beneficial owner of these securities. |
| INSTRUCTIONS: | ATTENTION: |
|---|---|
| See the definition of person in | |
| paragraph (a) of Rule 144. | |
| Information is to be given not only | |
| as to the person for whose account | |
| the securities are to be sold but | |
| also as to all other persons | |
| included in that definition. In | |
| addition, information shall be given | |
| as to sales by all persons whose | |
| sales are required by paragraph (e) | |
| of Rule 144 to be aggregated with | |
| sales for the account of the person | |
| filing this notice. | The person for whose account the |
| securities to which this notice | |
| relates are to be sold hereby | |
| represents by signing this notice | |
| that he does not know any material | |
| adverse information in regard to the | |
| current and prospective operations | |
| of the Issuer of the securities to | |
| be sold which has not been publicly | |
| disclosed. If such person has | |
| adopted a written trading plan or | |
| given trading instructions to | |
| satisfy Rule 10b5-1 under the | |
| Exchange Act, by signing the form | |
| and indicating the date that the | |
| plan was adopted or the instructions | |
| given, that person makes such | |
| representation as of the plan | |
| adoption or instruction date. |
| 12/18/2009 | /s/ Miles Kirkland |
|---|---|
| DATE OF NOTICE | (SIGNATURE) |
| DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1 | The notice shall be signed by the person for whose account |
| the securities are to be sold. At least one copy of the | |
| notice shall be manually signed. Any copies not manually | |
| signed shall bear typed or printed signatures. |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
SEC 1147 (02-08)
Folio /Folio
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