UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
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) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mark Global Corp C/O TRIDENT TRUST COMPANY (BVI) LIMITED TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN, TORTOLA, D8 |
 X |  X |  |  |
Mark Global Corporation, By: /s/ Kenges Rakishev, Authorized Signatory | 10/04/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These Shares (as defined below) are held directly by Mark Global Corporation, a company organized under the laws of the British Virgin Islands ("Mark Global"). "Shares" are shares of the Issuer's common stock, par value $0.0001 per share. |
(2) | Kenges Rakishev, a citizen of the Republic of Kazakhstan ("Mr. Rakishev"), is the sole shareholder of Mark Global. On June 12, 2012, Net Element, Inc. ("Net Element") and the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"). Simultaneously with the consummation of the transactions contemplated by the Merger Agreement on October 2, 2012, Mr. Rakishev joined the Board of Directors of the Issuer, and Mr. Rakishev will serve as Mark Global's representative on the Board. |
(3) | Mark Global disclaims beneficial ownership of these Shares except to the extent of its pecuniary interest therein. |