|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (4) (5) | (4)(5) | (4)(5) | Common Stock | 50,000,000 | 50,000,000 | I | See Footnote (2) (3) | |||||||
| Common Stock Warrants | (4) (5) | (4)(5) | (4)(5) | Common Stock | 50,000,000 | 50,000,000 | I | See Footnote (2) (3) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Heller Joseph Wendell III C/O NEXTLEVEL GROUP, LLC 6800 JERICHO TURNPIKE, SUITE 120W SYOSSET, NY 11791 |
X | X | ||
| NextLevel VIII, LLC 6800 JERICHO TURNPIKE SUITE 120W SYOSSET, NY 11791 |
X | |||
| Anita Kaufman Family Partnership 6800 JERICHO TURNPIKE, SUITE 120W SYOSSET, NY 11791 |
X | |||
| Anita Kaufman NextLevel VIII Trust F/B/O Joseph Heller 6800 JERICHO TURNPIKE, SUITE 120W SYOSSET, NY 11791 |
X | |||
| AKFP-GP, LLC 6800 JERICHO TURNPIKE, SUITE 120W SYOSSET, NY 11791 |
X | |||
| Kaufman Anita 6800 JERICHO TURNPIKE, SUITE 120W SYOSSET, NY 11791 |
X | |||
| /s/ Joseph Heller | 03/13/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Anita Kaufman | 03/13/2012 | |
| **Signature of Reporting Person | Date | |
| NEXTLEVEL VIIII, LLC, /s/ Joseph Heller | 03/13/2012 | |
| **Signature of Reporting Person | Date | |
| ANITA KAUFMAN FAMILY PARTNERSHIP LP, /s/ Anita Kaufman | 03/13/2012 | |
| **Signature of Reporting Person | Date | |
| AKFP-GP, LLC, /s/ Anita Kaufman | 03/13/2012 | |
| **Signature of Reporting Person | Date | |
| ANITA KAUFMAN NEXTLEVEL VIII TRUST FBO JOSEPH HELLER, /s/ Joseph Heller | 03/13/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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 of Common Stock were granted to Joseph Heller as a result of his annual election as a Director of Coupon Express, Inc. (500,000 shares) and as Chairman of the Operations Committee of the Board of Directors (333,000 shares) in 2011. |
| (2) | The Reported securities are owned by NextLevel VIII, LLC ("NextLevel"). Joseph Heller ("Mr. Heller") and Anita Kaufman ("Ms. Kaufman") serve as the managers of NextLevel and may be deemed to beneficially own the securities held by NextLevel. The Anita Kaufman Family Partnership, LP ("AKFP") and the Anita Kaufman NextLevel VIII Trust FBO Joseph Heller ("AK Trust") each own 50% of the membership interests of NextLevel and may be deemed to beneficially own the securities held by NextLevel. AKFP-GP, LLC ("AKFP-GP") is the general partner of AKFP and Ms. Kaufman by virtue of her position as the managing member of AKFP-GP may be deemed to beneficially own the securities held by AKFP-GP and NextLevel. Mr. Heller as a beneficiary under the AK Trust may be deemed to beneficially own the securities of AK Trust. |
| (3) | The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein and this report shall not be deemed an admission that such Reporting Person is the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose |
| (4) | On October 26, 2011, the Issuer and NextLevel entered into a Cumulative Convertible Senior Note and Warrant Purchase Agreement (the "Purchase Agreement") governing the issuance of up to $1,900,000 aggregate principal amount of Cumulative Convertible Senior Notes ("Senior Notes") and Warrants. Pursuant to the terms of the Purchase Agreement, NextLevel purchased $1,000,000 of Senior Notes and Warrants. |
| (5) | The Senior Notes, mature on October 24, 2012 (subject to a one-year extension at the option of the holders of a majority in principal amount of the Senior Notes), are convertible into shares of the Company's Series A Preferred Stock ("Preferred Stock") at a rate of one share of Preferred Stock for each $25,000 of Senior Notes. Each share of Preferred Stock is convertible into 1,250,000 shares of the Issuer's Common Stock, subject to certain adjustments. The Warrants are exercisable until October 24, 2016 at a price of $.04 per share (subject to certain adjustments) and entitle the holder to purchase 1,250,000 shares of the Company's Common Stock for each $25,000 of principal amount of Senior Notes. |