|                                                          |
|----------------------------------------------------------|
|                                                          |  |
| California(State or other jurisdiction of incorporation) | 94-2723335(IRS Employer Identification No.) |

|                               |
|-------------------------------|
|                               |  |
| Title of Each Class           | Name of Each Exchange On Which Registered |
| Common Stock, Par Value $.001 | NASDAQ Stock Market LLC |

|                                         |
|-----------------------------------------|
|                                         |  |  |  |
| Large accelerated filer Yes ¨ | Accelerated filer x | Non-accelerated filer ¨ | Smaller reporting company ¨ |

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|          |                                         |
|----------|-----------------------------------------|
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |

|               |
|---------------|
|               |  |  |
| ExhibitNumber |   | Description |
| 10.23         |   | First Amendment to Credit Agreement dated October 14, 2011, by and among PICO Northstar Hallock, LLC, PICO Northstar, LLC, ING Capital, LLC and other lenders. |
| 10.24         |   | Second Amendment to Credit Agreement dated February 8, 2012, by and among PICO Northstar Hallock, LLC, PICO Northstar, LLC, ING Capital, LLC and other lenders. |
| 10.25         |   | Third Amendment to Credit Agreement dated May 25, 2012, by and among PICO Northstar Hallock, LLC, PICO Northstar, LLC, ING Capital, LLC and other lenders. |
| 10.26         |   | Fourth Amendment to Credit Agreement dated August 14, 2012, by and among PICO Northstar Hallock, LLC, PICO Northstar, LLC, ING Capital, LLC and other lenders. |
| 10.27         |   | Fifth Amendment to Credit Agreement dated October 17, 2012, by and among PICO Northstar Hallock, LLC, PICO Northstar, LLC, ING Capital, LLC and other lenders. |
| 31.1          |   | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2          |   | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1          |   | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).* |
| 32.2          |   | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).* |
| 101           |   | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheet as of December 31, 2012 and December 31, 2011, (ii) the Consolidated Statement of Operations for the three years ended December 31, 2012, (iii) the Consolidated Statement of Shareholders’ Equity for the three years ended December 31, 2012, (iv) the Consolidated Statement of Cash Flows for the three years ended December 31, 2012, (v) the Consolidated Statement of Comprehensive Income (Loss) for the three years ended December 31, 2012 and (vi) the Notes to the Consolidated Financial Statements.* |

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|                   |
|-------------------|
|                   |  |  |
| Date:   | March 14, 2013 | PICO Holdings, Inc.  By:  /s/ John R. HartJohn R. HartChief Executive OfficerPresident and Director |