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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)
Alan
H. Cohen
305-52-3883
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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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2,184,794
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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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2,172,794
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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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2,184,794
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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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4.86%
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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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Alan
H. Cohen
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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”). Alan H. Cohen is the
record owner of shares of 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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Alan
H. Cohen directly owns 2,168,794 shares of Class B Stock. Additionally,
Mr. Cohen has received 12,000 shares of Class A Stock under the Company’s
Stock Incentive Plan that will vest in the future but has the power
to
vote these shares. Mr. Cohen also has been granted stock options
under the
Company’s Stock Incentive Plan. The option to purchase 4,000 shares of the
Class A Stock will vest in 60 days or less.
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(b)
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Mr.
Cohen beneficially owns approximately 4.86% 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 to Direct the Vote of: 2,184,794
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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:
2,172,794
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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/
Alan H. Cohen
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Alan
H. Cohen
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