Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NCVyApjjuSlB2vjdzddum5kCu9lLYgQvHIO2h57LkzZx94aSz4EQhrH38bP6moQW aci6TI1gTo6+1GVVL3KY3g== 0001193125-05-029247.txt : 20050214 0001193125-05-029247.hdr.sgml : 20050214 20050214162020 ACCESSION NUMBER: 0001193125-05-029247 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALLWAVE INC CENTRAL INDEX KEY: 0001115091 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80281 FILM NUMBER: 05610635 BUSINESS ADDRESS: STREET 1: 136 WEST CANON PERDIDO STREET CITY: SANTA BARBARA STATE: CA ZIP: 93101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOFSTATTER DAVID CENTRAL INDEX KEY: 0001288274 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1721 LAS CONOAS RD CITY: SANTA BARBARA STATE: CA ZIP: 93105 BUSINESS PHONE: 8056904111 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13D-102)

Under the Securities Exchange Act of 1934

(Amendment No. )*

CALLWAVE, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

13126N 10 1

(CUSIP Number)

December 31, 2004

(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)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not bee deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 13126N 10 1				Page 2 of 6


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). David F. Hofstatter
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power.

1,410,682 (1)

6. Shared Voting Power.

1,650,682 (2)

7. Sole Dispositive Power.

1,410,682 (1)

8. Shared Dispositive Power.

1,650,682 (2)


9.	Aggregate Amount Beneficially Owned by Each Reporting Person. 1,650,682 (1)(2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See instructions).	¨
11.	Percent of Class Represented by Amount in Row (9). 8.5%
12.	Type of Reporting Person (See Instructions). IN

(1)	Includes 30,000 shares of Common Stock that may be acquired by Mr. Hofstatter within 60 days upon the exercise of stock options to purchase shares of Common Stock.

(2)	Includes 240,000 shares of Common Stock owned by the David F. Hofstatter Grantor Retained Annuity Trust, dated 5/03/04, of which Mr. Hofstatter is sole trustee.


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Item 1.

Name of Issuer

(a)

Name of Issuer:

CallWave, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

136 W. Canon Perdido Street, Ste. A, Santa Barbara, CA 93101.

Item 2.

Identity and Background.

(a)

Name of Person Filing:

David F. Hofstatter

(b)

Address of Principal Business Office, or if none, Residence:

136 W. Canon Perdido Street, Ste. A, Santa Barbara, CA 93101

(c)

Citizenship:

United States

(d)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(e)

CUSIP Number:

13126N 10 1

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


CUSIP No. 13126N 10 1				Page 4 of 6



Item 4.	Ownership

	Calculated pursuant to Rule 13d-3(d). The percentages of beneficial ownership below are based on 19,358,717 shares of Common Stock outstanding as of December 31, 2004 as reported in the Issuer’s quarterly report for the period ended December 31, 2004 on Form 10-Q.

1.		David F. Hofstatter

	(a)	Amount beneficially owned:

		1,650,682

	(b)	Percent of class:

		8.5%

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

			1,410,682

		(ii)	Shared power to vote or to direct the vote:

			1,650,682

		(iii)	Sole power to dispose or to direct the disposition of:

			1,410,682

		(iv)	Shared power to dispose or to direct the disposition of:

			1,650,682

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

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 on By the Parent Holding Company or Control Person.

	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.	Certification

	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


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		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.

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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.

Dated: February 14, 2005

/s/ David F. Hofstatter

David F. Hofstatter

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