UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________
SCHEDULE
13G AMENDMENT #2
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2
Pope
Resources, A Delaware Limited Partnership
_______________________________________________________________
(Name of
Issuer)
Limited
Partnership Units
_______________________________________________________________
(Title of
Class of Securities)
732857107
______________________________________________________________
(CUSIP
Number)
December
31, 2010
______________________________________________________________
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which the Schedule is
filed:
£ Rule
13d-1(b)
T Rule
13d-1(c)
£ Rule
13d-1(d)
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CUSIP
NO. 732857107
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SCHEDULE
13G
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Page
2 of 6
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1.
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NAMES
OF REPORTING PERSONS
Stafford
Timberland V Investment Nominee Ltd.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) £
Not
Applicable.
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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
United
Kingdom
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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
-0-
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6.
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SHARED
VOTING POWER
-0-
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7.
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SOLE
DISPOSITIVE POWER
-0-
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8.
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SHARED
DISPOSITIVE POWER
-0-
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
£
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
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12.
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TYPE
OF REPORTING PERSON
CO
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CUSIP
NO. 732857107
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SCHEDULE
13G
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Page 3
of 6
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Item
1(a).
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Name
of Issuer:
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Pope Resources, A Delaware Limited
Partnership
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Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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19245
10th
Avenue NE, Poulsbo, Washington 98370
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Item
2(a).
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Name
of Person Filing:
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Stafford Timberland V Investment
Nominee Ltd.
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Item
2(b).
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Address
of Principal Business Office:
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49/50 Eagle Wharf Road
London N17ED
United Kingdom
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Item
2(c).
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Citizenship:
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United
Kingdom
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Item
2(d).
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Title
of Class of Securities
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Limited Partnership Units
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Item
2(e).
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CUSIP
Number:
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732857107
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CUSIP
NO. 732857107
|
SCHEDULE
13G
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Page 4
of 6
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Item
3.
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If
this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is
a:
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(a)
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___
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Broker
or dealer registered under Section 15 of the Act (15
U.S.C.
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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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___
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Insurance
company as defined in Section 3(a)(19) of the Act
(15
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U.S.C.
78c);
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(d)
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___
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Investment
company registered under Section 8 of the
Investment
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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
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§
240.13d-1(b)(1)(ii)(F);
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(g)
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___
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A
parent holding company or control person in accordance
with
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§
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
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Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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___
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A
church plan that is excluded from the definition of an
investment
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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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___
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A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J);
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(j)
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___
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Group,
in accordance with §
240.13d-1(b)(1)(ii)(K).
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Item
4.
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Ownership
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(a) Amount
beneficially owned: -0-
(b) Percent
of class: 0.00%
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote: -0-
(ii) Shared
power to vote or to direct the vote: -0-
(iii) Sole
power to dispose or to direct the disposition of: -0-
(iv) Shared
power to dispose or to direct the disposition of: -0-
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CUSIP
NO. 732857107
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SCHEDULE
13G
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Page 5
of 6
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Item
5.
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Ownership
of Five Percent or Less of 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 5 percent of
the class of securities, check the following [ü].
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Item
6.
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Ownership
of More Than 5 Percent on Behalf of Another
Person
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The
Reporting Person is the nominee of Stafford International Timberland V
Fund Limited Partnership and Stafford International Timberland V Trust,
investment vehicles that collectively comprise the Stafford International
Timberland V Fund. Stafford International Timberland V Fund
Limited Partnership and Stafford International Timberland V Trust had the
right to receive the distributions paid with respect to, and received the
proceeds of sales of, the limited partnership units of the Issuer
previously owned by the reporting
person.
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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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Certification
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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CUSIP
NO. 732857107
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SCHEDULE
13G
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Page 6
of 6
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Stafford
Timberland V Investment Nominee Ltd.
By: /s/ Vince
Cao
Name: Vince
Cao
Title: Director
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