| CUSIP No. 007737-10-9 | Page 1 of 5 pages | |
| 1. |
NAMES OF REPORTING PERSONS Seabreeze Capital Management, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 75-3197994
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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| 3. |
SEC USE ONLY
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| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Huntington Beach, California
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NUMBER OF
SHARES
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5. |
SOLE VOTING POWER 231,465
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BENEFICIALLY
OWNED BY
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6. |
SHARED VOTING POWER 0
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EACH
REPORTING
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7. |
SOLE DISPOSITIVE POWER 231,465
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PERSON
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8. |
SHARED DISPOSITIVE POWER 0
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| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 231,465
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
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| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.998%
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| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA
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| CUSIP No. 007737-10-9 | Page 2 of 5 pages | |
| Item 1(a). |
Name of Issuer:
AeroCentury Corp.
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
1440 Chapin Avenue, Suite 310
Burlingame, CA 94010
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Item 2(a).
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Name of Person Filing:
Seabreeze Capital Management, LLC
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Item 2(b).
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Address of Principal Business Office, or if None, Residence:
3511 Venture Drive
Huntington Beach, CA 92649
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Item 2(c).
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Citizenship:
N/A
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Item 2(d).
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Common Stock
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Item 2(e).
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CUSIP Number:
007737-10-9
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| CUSIP No. 007737-10-9 | Page 3 of 5 pages | |
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(a)
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o
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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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o
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78o).
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(c)
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o
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78o).
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(d)
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o
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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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x
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An investment adviser in accordance with s240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with s240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with s240.13d-1(b)(1)(ii)(G);
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(h)
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o
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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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o
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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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o
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Group, in accordance with s240.13d-1(b)(1)(ii)(J).
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| CUSIP No. 007737-10-9 | Page 4 of 5 pages | |
| (a) |
Amount beneficially owned:
231,465
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(b)
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Percent of class:
14.998%
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(c)
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Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 231,465,
(ii) Shared power to vote or to direct the vote 0,
(iii) Sole power to dispose or to direct the disposition of 231,465,
(iv) Shared power to dispose or to direct the disposition of 0
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
N/A
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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.
N/A
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Item 8.
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Identification and Classification of Members of the Group.
N/A
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Item 9.
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Notice of Dissolution of Group.
N/A
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| CUSIP No. 007737-10-9 | Page 5 of 5 pages | |
| January 19, 2012 | |
| (Date) | |
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| /s/ Russell E. Murdock | |
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(Signature)
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| Russell E. Murdock / President | |
| (Name/Title) |