TEJON RANCH CO - Major Shareholding Notification 2010

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

| Tejon
Ranch Co. |
| --- |
| (Name
of Issuer) |

| Common
Stock, $.50 Par Value Per Share |
| --- |
| (Title
of Class of Securities) |

879080109
(CUSIP
Number)

| December
31, 2009 |
| --- |
| (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 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).

| CUSIP
No. — 1. | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Wesley
Capital Management, LLC | |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| | 52-2280947 | |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) [] |
| | | (b) [] |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | | |
| 5. | SOLE
VOTING POWER | |
| | 0 | |
| 6. | SHARED
VOTING POWER | |
| | 942,276 | |
| 7. | SOLE
DISPOSITIVE POWER | |
| | 0 | |
| 8. | SHARED
DISPOSITIVE POWER | |
| | 942,276 | |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 942,276 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) | [_] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 5.5% | |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | OO | |

| CUSIP
No. — 1. | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Wesley
Capital Partners, LLC | |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| | 52-2280949 | |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) [] |
| | | (b) [] |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | | |
| 5. | SOLE
VOTING POWER | |
| | 0 | |
| 6. | SHARED
VOTING POWER | |
| | 506,378 | |
| 7. | SOLE
DISPOSITIVE POWER | |
| | 0 | |
| 8. | SHARED
DISPOSITIVE POWER | |
| | 506,378 | |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 506,378 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) | [_] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 3.0% | |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | OO | |

| CUSIP
No. — 1. | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| | Arthur
Wrubel | |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) [] |
| | | (b) [] |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | | |
| 5. | SOLE
VOTING POWER | |
| | 0 | |
| 6. | SHARED
VOTING POWER | |
| | 942,276 | |
| 7. | SOLE
DISPOSITIVE POWER | |
| | 0 | |
| 8. | SHARED
DISPOSITIVE POWER | |
| | 942,276 | |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 942,276 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) | [_] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 5.5% | |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | IN | |

| CUSIP
No. — 1. | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| | John
Khoury | |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) [] |
| | | (b) [] |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | Canada | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | | |
| 5. | SOLE
VOTING POWER | |
| | 0 | |
| 6. | SHARED
VOTING POWER | |
| | 942,276 | |
| 7. | SOLE
DISPOSITIVE POWER | |
| | 0 | |
| 8. | SHARED
DISPOSITIVE POWER | |
| | 942,276 | |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 942,276 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) | [_] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 5.5% | |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | IN | |

| Item
1. |
| --- |
| Tejon
Ranch Co. |

(b).
P.O.
Box 1000, Lebec, CA, 93243

| Item
2. |
| --- |
| This
Schedule 13G is being jointly filed by Wesley Capital Management, LLC (the
"Management Company"), Wesley Capital Partners, LLC (the "General
Partner"), Mr. Arthur Wrubel and Mr. John Khoury. Mr.
Wrubel, Mr. Khoury, the Management Company and the General Partner are
referred to in this Schedule 13G as the "Reporting Persons." The
shares of Common Stock of the Issuer are being held in the accounts of
unregistered private investment funds and certain managed accounts over
which the Reporting Persons may be deemed to have investment
discretion. The General Partner serves as general partner of
certain of the private investment funds. The Management Company
serves as investment manager or advisor of certain of the private
investment funds and the managed accounts. The
Reporting Persons have entered into a Joint Filing Agreement, dated
February 16, 2010, a copy of which is filed with this Schedule 13G/A
as Exhibit A, pursuant to which the Reporting Persons have agreed to file
this statement jointly in accordance with the provisions of Rule
13d-1(k)(1) of the Act. |

| (b). |
| --- |
| The
address of the principal business office of each Reporting Person
is 717
5th Avenue, 14th Floor, New York, NY 10022. |

| (c). |
| --- |
| Each
of the Management Company and the General Partner is organized as a
limited liability company under the laws of the State of
Delaware. Mr. Wrubel is a United States citizen. Mr.
Khoury is a Canadian citizen. |

(d).
Common
Stock

(e).
879080109

ITEM 3. If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [_] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) [_] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) [_] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [_] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) [_] Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Not applicable.

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| A. — (a) | Wesley
Capital Management, LLC — Amount
beneficially owned:942,276 | | | |
| --- | --- | --- | --- | --- |
| (b) | Percent
of class: 5.5% | | | |
| (c) | Number
of shares as to which the person has: | | | |
| | (i) | Sole
power to vote or to direct the vote | 0 | , |
| | (ii) | Shared
power to vote or to direct the vote | 942,276 | , |
| | (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| | (iv) | Shared
power to dispose or to direct the disposition of | 942,276 | . |

| B. — (a) | Wesley
Capital Partners, LLC — Amount
beneficially owned: 506,378 | | | |
| --- | --- | --- | --- | --- |
| (b) | Percent
of class: 3.0% | | | |
| (c) | Number
of shares as to which the person has: | | | |
| | (i) | Sole
power to vote or to direct the vote | 0 | , |
| | (ii) | Shared
power to vote or to direct the vote | 506,378 | , |
| | (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| | (iv) | Shared
power to dispose or to direct the disposition of | 506,378 | . |

| C. — (a) | Arthur
Wrubel — Amount
beneficially owned: 942,276 | | | |
| --- | --- | --- | --- | --- |
| (b) | Percent
of class: 5.5% | | | |
| (c) | Number
of shares as to which the person has: | | | |
| | (i) | Sole
power to vote or to direct the vote | 0 | , |
| | (ii) | Shared
power to vote or to direct the vote | 942,276 | , |
| | (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| | (iv) | Shared
power to dispose or to direct the disposition of | 942,276 | . |

| D. — (a) | John
Khoury — Amount
beneficially owned: 942,276 | | | |
| --- | --- | --- | --- | --- |
| (b) | Percent
of class: 5.5% | | | |
| (c) | Number
of shares as to which the person has: | | | |
| | (i) | Sole
power to vote or to direct the vote | 0 | , |
| | (ii) | Shared
power to vote or to direct the vote | 942,276 | , |
| | (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| | (iv) | Shared
power to dispose or to direct the disposition of | 942,276 | . |

| | Instruction: For
computations regarding securities which represent a right to acquire an
underlying security see §240.13d-3(d)(1).. |
| --- | --- |
| Item
5. | Ownership
of Five Percent or Less of a Class. |

| If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[X]. |
| --- |
| Instruction: Dissolution
of a group requires a response to this item. |
| This
Amendment reflects that as of December 31, 2009, Wesley Capital Partners,
LLC owned less than 5% of the
Issuer. |

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

| If
any 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,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required. |
| --- |
| Not
applicable. |

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

| If
a parent holding company or control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant
subsidiary. |
| --- |
| Not
applicable. |

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

| If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identity of each member of the
group. |
| --- |
| Not
applicable. |

ITEM 9. Notice of Dissolution of Group.

| Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item
5. |
| --- |
| 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 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.

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.

| February
16, 2010 |
| --- |
| (Date) |

| Wesley
Capital Management, LLC* | |
| --- | --- |
| By: | /s/ Arthur Wrubel |
| | Name: Arthur
Wrubel |
| | Title: Managing
Member |
| By: | /s/ John Khoury |
| | Name: John
Khoury |
| | Title: Managing
Member |

| Wesley
Capital Partners, LLC* | |
| --- | --- |
| By: | /s/ Arthur Wrubel |
| | Name: Arthur
Wrubel |
| | Title: Managing
Member |
| By: | /s/ John Khoury |
| | Name: John
Khoury |
| | Title: Managing
Member |

By:	/s/ Arthur Wrubel
	Arthur
Wrubel, individually
By:	/s/ John Khoury
	John
Khoury, individually

The Reporting Person disclaims beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this Amendment No. 3 to Schedule 13G/A dated February 16, 2010 relating to the Common Stock of Tejon Ranch Co. shall be filed on behalf of the undersigned.

By:	/s/ Arthur Wrubel
	Arthur
Wrubel, individually
By:	/s/ John Khoury
	John
Khoury, individually

SK 22283 0001 1069545

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TEJON RANCH CO Major Shareholding Notification 2010

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TEJON RANCH CO — Major Shareholding Notification 2010

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