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| 1 |
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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Oleg
Firer
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| 2 |
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Check
the Appropriate Box if a Member of a Group
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(a)[
]
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(b)[
]
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| 3 |
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SEC
Use Only
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| 4 |
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Source
of Funds
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N/A
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| 5 |
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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[
]
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| 6 |
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Citizenship
or Place of Organization
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United
States
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| 7
| Sole Voting Power
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31,278,110
shares of common stock;
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1,000
Series A Preferred Stock shares, which can vote 51% of the Company’s total
common stock (equal to 126,580,746 voting shares as of the date of this
filing); and the
Reporting Person also holds 1,333,334 vested options to purchase shares of
the Company’s common stock as of the date of this filing (and 666,666
unvested options).
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Number
of Shares
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| 8
| Shared Voting Power
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Beneficially
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684,376
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Owned
by Each
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Reporting
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| 9
| Sole Dispositive Power
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Person
With
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31,278,110
shares of common stock; 1,000
Series A Preferred Stock shares; and the
Reporting Person also holds 1,333,334 vested options to purchase shares of
the Company’s common stock as of the date of this filing (and 666,666
unvested options).
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10 | Shared Dispositive Power
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684,376
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| 11 |
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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31,962,486
shares of common stock; 1,000
Series A Preferred Stock shares; and the
Reporting Person also holds 1,333,334 vested options to purchase shares of
the Company’s common stock as of the date of this filing (and 666,666
unvested options).
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| 12 |
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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N/A
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| 13 |
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Percent
of Class Represented by Amount in Row (11)
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27.1%
of the Company’s outstanding common stock (assuming the exercise of the
Options); and 64.1% of the Company’s outstanding voting stock (including
the voting rights associated with the Series A Preferred Stock and the
exercise of the Options).
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| 14 |
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Type
of Reporting Person
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IN
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(a)
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the
acquisition by persons of additional securities of the Company, or the
disposition of securities of the
Company;
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(b)
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a
reorganization involving the
Company;
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(c)
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a
sale or transfer of a material amount of assets of the Company or any of
its subsidiaries;
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(d)
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a
change in the present board of directors and management of the Company,
including plans or proposals to change the number or term of directors or
to fill any existing vacancies on the
board;
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(e)
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a
material change in the present capitalization or dividend policy of the
Company;
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(f)
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other
material changes in the Company’s business or corporate
structure;
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(g)
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changes
in the Company’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company
by any person;
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(h)
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causing
a class of securities of the Company to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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(i)
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a
class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
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(j)
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any
action similar to any of those enumerated in (h) through (j),
above.
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(a)
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Mr.
Firer beneficially owns an aggregate of 31,962,486 shares of common stock;
1,000 Series A Preferred Stock shares, which can vote 51% of the Company’s
total common stock (equal to 126,580,746 voting shares as of the date of
this filing), not including any vested or unvested options held by Mr.
Firer.
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(b)
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Mr.
Firer has the sole power to vote or to direct the vote of and sole power
to dispose or direct the disposition of 31,278,110 shares of common stock;
1,000 Series A Preferred Stock shares, which can vote 51% of the Company’s
total common stock (equal to 126,580,746 voting shares as of the date of
this filing). Mr. Firer has shared voting and dispositive power in
connection with 684,376 shares beneficially owned by Mr.
Firer.
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(c)
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See
Item 3, above.
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(d)
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No
other person has the right to receive or the power to direct the receipt
of dividends from or the proceeds from the sale of the securities
beneficially owned by Mr. Firer, other than as to 684,376 shares of common
stock which he beneficially owns and shares the right to direct the
receipt of dividends in connection
with.
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(e)
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N/A.
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Item
6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
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None.
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None.
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Oleg
Firer
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