SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
(Amendment
No. 9)*
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THE
FINISH LINE, INC.
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CLASS
A COMMON STOCK, PAR VALUE $0.01 PER SHARE
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317923100
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DECEMBER
31, 2005
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CHECK
THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE
IS FILED:
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¨
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RULE
13D-1(B)
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¨
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RULE
13D-1(C)
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x
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RULE
13D-1(D)
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*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.
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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).
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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
control number.
SEC
1745 (12-02)
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CUSIP
No.
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON
(ENTITIES ONLY)
David
I. Klapper
309-48-7689
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
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1,824,300
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6
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SHARED
VOTING POWER
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0
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7
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SOLE
DISPOSITIVE POWER
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1,824,300
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8
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SHARED
DISPOSITIVE POWER
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0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,824,300
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN Shares
(See
Instructions)
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.09%
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12
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TYPE
OF REPORTING PERSON (See Instructions)
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IN
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ITEM
1.
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|||||
(a)
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The
Finish Line, Inc. (the “Issuer”)
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(b)
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3308
North Mitthoeffer Road
Indianapolis,
Indiana 46235
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ITEM
2.
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|||||
(a)
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David
I. Klapper
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||||
(b)
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3308
North Mitthoeffer Road
Indianapolis,
Indiana 46235
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(c)
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United
States
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(d)
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Class
A Common Stock, $0.01 par value (“Class A Stock”). David I. Klapper is the
record owner of shares of the Issuer’s Class B Common Stock, $0.01 par
value (“Class B Stock”), which are not registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Act”), but which are
immediately convertible into an equal number of shares of Class
A Stock,
The Issuer’s Class A Stock is registered under Section 12 of the
Act.
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(e)
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317923100
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||||
ITEM
3.
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If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c),
check whether the person filing is a:
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(a)
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¨ Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
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(b)
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¨ Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨ Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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¨ Investment
company registered under Section 8 of the Investment Company Act
of 1940
(15 U.S.C. 80a-8).
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(e)
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¨ An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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¨ An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
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(g)
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¨ A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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¨ A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
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(i)
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¨ 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).
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(j)
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¨ Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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ITEM
4.
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Ownership
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(a)
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David
I. Klapper directly beneficially owns 1,727,200 shares of Class
B Stock
(excluding shares held by a limited partnership as described below).
In
addition, since Mr. Klapper is the sole general partner of the
Klapper
Family Partnership, L.P. (the “Partnership”), he may be deemed to
beneficially own the 97,100 shares of Class B Stock owned by the
Partnership. In that case, Mr. Klapper would be deemed to beneficially
own
an aggregate of 1,824,300 shares of Class B Stock.
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(b)
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If
the shares of Class B Stock beneficially owned by Mr. Klapper were
converted into Class A Stock, together with the Class A Stock held
by the
Trust, Mr. Klapper would own approximately 4.09% of the outstanding
shares
of Class A Stock.
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(c)
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Number
of Shares to which the Person has:
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||||
(i)
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Sole
Power to Vote or Direct the Vote of: 1,824,300
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(ii)
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0
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(iii)
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Sole
Power to Dispose or to Direct the Disposition of:
1,824,300
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(iv)
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0
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ITEM
5.
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Ownership
of Five Percent or Less of a Class
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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
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ITEM
6.
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Ownership
of More than Five Percent on Behalf of Another
Person
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Not
Applicable
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ITEM
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control
Person
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Not
Applicable
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ITEM
8.
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Identification
and Classification of Members of the Group
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Not
Applicable
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ITEM
9.
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Notice
of Dissolution of Group
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Not
Applicable
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ITEM
10.
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Certifications
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Not
Applicable
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February
14, 2006
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Date
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By:
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/s/
David I. Klapper
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David
I. Klapper
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