SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BERNSTEIN JOSEPH E

(Last)

(First)

(Middle)

C/O GRANDPARENTS.COM, INC.

589 EIGHTH AVENUE, 6TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GRANDPARENTS.COM, INC. [ GPCM.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-CEO, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/09/2012		C		55,887,491	A	⁽¹⁾	55,887,491⁽²⁾	I	See Footnote⁽³⁾
Common Stock	04/01/2013		J⁽⁴⁾		2,000,000	D	⁽⁴⁾	55,887,491⁽²⁾	I	See Footnote⁽⁵⁾
Common Stock	04/01/2013		J⁽⁶⁾		2,000,000	D	$0.07	53,887,491⁽²⁾	I	See Footnote⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	05/09/2012		C			1	⁽¹⁾	⁽¹⁾	Common Stock	55,887,491	$0	0	I	See Footnote⁽³⁾

Explanation of Responses:

1. The Series A Convertible Preferred Stock automatically converted into 55,887,491 shares of common stock, par value $.01 per share ("Common Stock"), of Grandparents.com, Inc. (the "Corporation") on May 9, 2012, which is the date on which the Corporation filed a Certificate of Amendment of its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock to 150,000,000.

2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act or 1934, as amended (the "Exchange Act"), or for any other purposes. See footnotes 3, 5 and 7 hereto.

3. Immediately prior to the Distribution (as defined below), all of the reported securities were owned beneficially and of record by GP.com Holding Company, LLC, a limited liability company of which the reporting person is a Managing Director and indirectly holds a membership interest ("GP.com LLC"). The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of Exchange Act or for any other purposes.

4. Such securities were distributed (the "Distribution") by GP.com LLC to an entity controlled by the reporting person as an advance against future pro rata distributions by GP.com LLC of shares of the Company's Common Stock owned by GP.com LLC. No consideration was paid to the Corporation in connection with the Distribution. Because the reported securities were distributed to an entity controlled by the reporting person, no change in the amount of securities beneficially owned by the reporting person occurred as a result of the Distribution. See footnote 5.

5. Immediately following the Distribution, 53,887,951 of the reported securities were owned beneficially and of record by GP.com LLC and 2,000,000 of the reported securities were owned beneficially and of record by the entity referenced in footnote 4. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of Exchange Act or for any other purposes.

6. Following the Distribution, the entity referenced in footnote 4 sold the reported securities to a third party in a private transaction (the "Private Sale"). See footnote 7.

7. Immediately following the Private Sale, all of the reported securities were owned beneficially and of record by GP.com LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of Exchange Act or for any other purposes.

	/s/ Joseph E. Bernstein	04/03/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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