Primoris Services Corporation
Rhapsody Acquisition Corp. (Form: 3, Received: 08/11/2008 17:38:22)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Perisich Family Trust dated July 11, 2007

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/31/2008 

3. Issuer Name and Ticker or Trading Symbol

Rhapsody Acquisition Corp. [PRIM]

(Last)        (First)        (Middle)

C/O PRIMORIS CORPORATION, 26000 COMMERCENTRE DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ Member - see remark

(Street)

LAKE FOREST, CA 92630       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   108000   (1) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  These shares are owned directly by the Perisich Family Trust dated July 11, 2007 and indirectly by John M. Perisich, as trustee of the trust.

Remarks:
4. Relationship of Reporting Person to Issuer - Other: Member of 13(d) group owning more than 10%

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Perisich Family Trust dated July 11, 2007
C/O PRIMORIS CORPORATION
26000 COMMERCENTRE DRIVE
LAKE FOREST, CA 92630



Member - see remark
Perisich John M.
C/O PRIMORIS CORPORATION
26000 COMMERCENTRE DRIVE
LAKE FOREST, CA 92630


Senior VP and General Counsel Member - see remark

Signatures
/s/ John M. Perisich, Trustee of the Perisich Family Trust 8/11/2008
** Signature of Reporting Person Date

/s/ John M. Perisich 8/11/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Brian Pratt, Chief Executive Officer, John P. Schauerman, Chief Financial Officer, and John M. Perisich, Senior Vice President of Rhapsody Acquisition Corp., a Delaware corporation (the "Company"), with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:

1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"), Rule 13d-1 of the Act, or any other rule or regulation of the SEC;

2. execute for an on behalf of the undersigned, in the undersigned's capacity as an officer, director, or stockholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Act and the rules thereunder, Schedules 13D and 13G in accordance with Rule 13d-1 of the Act, and any other forms or reports the undersigned's may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company;

3. do and perform any and all acts for and on behalf of the undersigned's which may be necessary or desirable to (i) complete and execute any such Form 3, Form 4, Form 5, Schedule 13D, Schedule 13G or other forms or reports the undersigned's may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company, (ii) complete and execute any amendment or amendments thereto, and (iii) timely file such forms or reports with the SEC and any stock exchange or similar authority; and

4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned's, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned's pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Act, Rule 13d-1 of the Act, or any other rule or regulation of the SEC;

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports required by the Act with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned's has caused this Power of Attorney to be executed as of August 11, 2008.

/s/ John M. Perisich
-----------------------------------
John M. Perisich

/s/ John M. Perisich
-----------------------------------
John M. Perisich. as trustee of the
Perisich Family Trust dated
July 11, 2007