UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 401617 10 5

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Paul Marciano

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,740,497

6.

Shared Voting Power
0

7.

Sole Dispositive Power
4,744,508

8.

Shared Dispositive Power
5,773,734

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,518,242

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
22.8%

12.

Type of Reporting Person (See Instructions)
IN

This Amendment No. 3 to Schedule 13G amends or amends and restates, where indicated, the statement on Schedule 13G relating to the Common Stock of the Issuer filed by Mr. Marciano with the Securities and Exchange Commission on June 10, 2003, as amended by filing of Amendment No. 1 on February 17, 2004 and Amendment No. 2 on May 15, 2006. Capitalized terms used in this Amendment No. 3 but not otherwise defined herein have the meanings given to them in the initial Schedule 13G.

This Amendment No. 3 is being made to update Mr. Marciano’s beneficial ownership. Except as otherwise set forth herein, this Amendment No. 3 does not modify any of the information previously reported by Mr. Marciano in the Schedule 13G as amended to date.

Item 1.

(a)

Name of Issuer

(b)

Address of Issuer’s Principal Executive Offices

Item 2.

(a)

Name of Person Filing

(b)

Address of Principal Business Office or, if none, Residence

(c)

Citizenship

(d)

Title of Class of Securities

(e)

CUSIP Number

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)

o

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

(b)

o

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

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

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

(e)

o

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

(f)

o

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

(g)

o

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

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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)

Amount beneficially owned:   

(b)

Percent of class:   

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote    

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

Manner of Holding

Number of shares

Voting Power

Investment Power

As sole trustee of Paul Marciano Trust

4,405,448

Sole

Sole

As member of Marciano Financial Holdings II, LLC

4,989,971

Sole as to 1,995,989 shares
(None as to remaining shares)

Shared

As investment adviser to children’s trusts

783,763

None

Shared

As president of Paul Marciano Family Foundation

249,135

Sole

Sole

Options exercisable within 60 days

89,925

Sole

Sole

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   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certification

February 14, 2007

Date

/s/ Paul Marciano

Signature

PAUL MARCIANO

Name/Title