t15452_sc13da1.htm
 
 
CUSIP No. 900006 20 6
 
Page 1 of 4 Pages
 
 
As filed with the Securities and Exchange Commission on October 18, 2007

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

TURBOCHEF TECHNOLOGIES INC. 
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)


900006 20 6 
(CUSIP Number)

Reinaldo Pascual
Paul, Hastings, Janofsky & Walker LLP
600 Peachtree Street
Suite 2400
Atlanta, Georgia 30308
(404) 815-2400 
 (Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)


                                      October 15, 2007                                    
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ]
 
The information required on 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. 900006 20 6
 
Page 2 of 4 Pages
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James K. Price
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
OO (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
2,125,945(1)
8
SHARED VOTING POWER
 
9
SOLE DISPOSITIVE POWER
2,125,945(1)
10
SHARED DISPOSITIVE POWER
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,125,945(1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
  
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%(2)
14
TYPE OF REPORTING PERSON
IN

(1) Includes 416,666 shares subject to currently exercisable options and a total of 1,709,279 shares received in pro rata distributions of shares of the Issuer’s common stock by OvenWorks, LLLP to its limited partners.

(2) Based on 29,240,175 shares of common stock outstanding at September 1, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and giving effect to the exercise of currently-exercisable options.
 
 
CUSIP No. 900006 20 6
 
Page 3 of 4 Pages
 
 
Explanatory Note
 
This Amendment No. 1 to Schedule 13D (this “Amendment No. 4”) amends the statement on Schedule 13D which was originally filed by the Reporting Person with the Securities and Exchange Commission (the “Commission”) on February 1, 2007 (the “Statement”), with respect to the common stock, par value $0.01 per share, of TurboChef Technologies, Inc. This Amendment No. 1 amends the Statement as specifically set forth herein. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement.
 
Item 5.                            Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated in its entirety as follows:
 
(a) and (b) Please see Items 7 through 11 and 13 of the cover sheet.
 
The Reporting Person beneficially owns 2,125,945 shares of Common Stock, which number includes: (a) 416,666 shares of Common Stock subject to currently exercisable options; (b) 592,918 shares of Common Stock received in a distribution by OvenWorks of shares of Common Stock to its limited partners on August 9, 2005; (c) 593,809 shares of Common Stock received in a distribution by OvenWorks of shares of Common Stock to its limited partners on January 23, 2007; and (d) 522,552 shares of Common Stock received in a distribution by OvenWorks of shares of Common Stock to its limited partners on October 15, 2007. Such number of shares of Common Stock represents approximately 7.2% of the outstanding shares of Common Stock (based on 29,240,175 shares outstanding as of September 1, 2007 and giving effect to the exercise of currently-exercisable options held by the Reporting person).

The Reporting Person has the sole power to vote and dispose of 1,709,279 shares of Common Stock, and upon exercise, the Reporting Person will have the sole power to vote and dispose of an additional 416,666 shares of Common Stock which are subject to currently exercisable options.
 
(c) On October 15, 2007, OvenWorks effected a distribution of 3,169,390 shares of Common Stock to its limited partners, including the Reporting Person. The distribution was made pro rata to OvenWorks’ limited partners, and was made for no consideration.
 
(d) and (e) Not applicable.
 
 
 
CUSIP No. 900006 20 6
 
Page 4 of 4 Pages
 
 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  October 18, 2007

                                /s/ James K. Price                                                                                           
                                James K. Price