| 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 Newport
Beach , California
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|
|
NUMBER
OF
SHARES
|
5. |
SOLE
VOTING POWER 123,261
|
|
BENEFICIALLY
OWNED
BY
|
6. |
SHARED
VOTING
POWER 0
|
|
EACH
REPORTING
|
7. |
SOLE
DISPOSITIVE POWER 123,261
|
|
PERSON
|
8. |
SHARED
DISPOSITIVE POWER 0
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 123,261
|
| 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 8.0%
|
| 12. |
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS) IA
|
| CUSIP No. 007737-10-9 | Page 2 of 5 pages | |
| Item 1(a). |
Name of
Issuer:
AeroCentury
Corp.
|
|
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).
|
Name of Person
Filing:
Seabreeze Capital
Management, LLC
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|
Item 2(b).
|
Address
of Principal Business Office, or if None, Residence:
3511
Venture Drive
Huntington
Beach, CA 92649
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|
Item 2(c).
|
Citizenship:
N/A
|
|
Item
2(d).
|
Common
Stock
|
|
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 | |
|
(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.
78o).
|
|
(c)
|
o
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78o).
|
|
(d)
|
o
|
Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
|
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(e)
|
x
|
An
investment adviser in accordance with
s240.13d-1(b)(1)(ii)(E);
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(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with
s240.13d-1(b)(1)(ii)(F);
|
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(g)
|
o
|
A
parent holding company or control person in accordance with
s240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
|
A
savings association 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);
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(j)
|
o
|
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:
123,261
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|
(b)
|
Percent of
class:
8.0%
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|
(c)
|
Number of shares as
to which such person has:
(i)
Sole power to vote or to direct the vote 123,261,
(ii)
Shared power to vote or to direct the vote 0,
(iii) Sole
power to dispose or to direct the disposition of 123,261,
(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.
|
Identification and
Classification of Members of the Group.
N/A
|
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Item
9.
|
Notice of
Dissolution of Group.
N/A
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| CUSIP No. 007737-10-9 | Page 5 of 5 pages | |
| February 10, 2010 | |
| (Date) | |
|
|
|
| /s/ Russell E. Murdock | |
|
(Signature)
|
|
| Russell E. Murdock / President | |
| (Name/Title) |