SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
| MusclePharm Corporation |
| (Name of Issuer) |
| COMMON STOCK, $0.001 par value |
| (Title of Class of Securities) |
| 627335102 |
| (CUSIP Number) |
| Copy to: |
| Harvey Kesner, Esq. |
| Sichenzia Ross Friedman Ference LLP |
| 61 Broadway, 32nd Floor |
| New York, NY 10006 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
| March 28, 2013 |
| (Date of Event Which Requires Filing of This Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
|
CUSIP No. 627335102
|
|
1
|
NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Groussman | |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) ¨
|
|
3
|
SEC USE ONLY
| |
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
| |
|
NUMBER OF SHARES |
5
|
SOLE VOTING POWER
0 |
|
BENEFICIALLY OWNED BY |
6
|
SHARED VOTING POWER
570,000 (1) |
|
EACH REPORTING |
7
|
SOLE DISPOSITIVE POWER
0 |
|
PERSON WITH |
8
|
SHARED DISPOSITIVE POWER
570,000 (1) |
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,000 (1)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.36% (based on 6,816,159 shares of common stock issued and outstanding as of March 31, 2013)
|
|
12
|
TYPE OF REPORTING PERSON*
IN
|
| (1) | Includes 570,000 shares of common stock held by Melechdavid, Inc. (“Melechdavid”). Mark Groussman is the President of Melechdavid and in such capacity holds voting and dispositive power over shares held by Melechdavid. |
|
CUSIP No. 627335102
|
|
1
|
NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Melechdavid, Inc. | |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) ¨
|
|
3
|
SEC USE ONLY
| |
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
| |
|
NUMBER OF SHARES
|
5
|
SOLE VOTING POWER
0 |
|
BENEFICIALLY OWNED BY
|
6
|
SHARED VOTING POWER
570,000 |
|
EACH REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0 |
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
570,000 |
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.36% (based on 6,816,159 shares of common stock issued and outstanding as of March 31, 2013)
|
|
12
|
TYPE OF REPORTING PERSON*
CO
|
| Item 1(a). | Name of Issuer: |
MusclePharm Corporation
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
4721 Ironton Street, Building A
Denver, CO 90839
| Item 2(a). | Name of Person Filing. |
The statement is filed on behalf of Mark Groussman and Melechdavid, Inc. (“Melechdavid”).
| Item 2(b). | Address of Principal Business Office or, if None, Residence. |
4400 Biscayne Boulevard, Miami, Florida 33137
| Item 2(c). | Citizenship. |
United States/Florida
| Item 2(d). | Title of Class of Securities. |
Common Stock, par value $0.001 per share.
| Item 2(e). | CUSIP Number. |
627335102
| Item 3. | Type of Person |
Not applicable.
| Item 4. | Ownership. |
(a) Amount beneficially owned: 570,000 (1).
(b) Percent of class: 8.36%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote: 570,000 (1).
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of: 570,000 (1).
| (1) | Includes 570,000 shares of common stock held by Melechdavid. Mark Groussman is the President of Melechdavid and in such capacity holds voting and dispositive power over shares held by Melechdavid. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Melechdavid, Inc. | ||
| Date: April 15, 2013 | By: | /s/ Mark Groussman |
| Mark Groussman | ||
| President | ||
| Date: April 15, 2013 | By: | /s/ Mark Groussman |
| Mark Groussman |