0001017386-14-000333.txt : 20141231 0001017386-14-000333.hdr.sgml : 20141231 20141231135236 ACCESSION NUMBER: 0001017386-14-000333 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141231 DATE AS OF CHANGE: 20141231 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAPOLLA INDUSTRIES INC CENTRAL INDEX KEY: 0000875296 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 133545304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56557 FILM NUMBER: 141318185 BUSINESS ADDRESS: STREET 1: INTERCONTINENTAL BUSINESS PARK STREET 2: 15402 VANTAGE PARKWAY EAST, STE. 322 CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 281-219-4700 MAIL ADDRESS: STREET 1: INTERCONTINENTAL BUSINESS PARK STREET 2: 15402 VANTAGE PARKWAY EAST, STE. 322 CITY: HOUSTON STATE: TX ZIP: 77032 FORMER COMPANY: FORMER CONFORMED NAME: IFT CORP DATE OF NAME CHANGE: 20050103 FORMER COMPANY: FORMER CONFORMED NAME: URECOATS INDUSTRIES INC DATE OF NAME CHANGE: 19990217 FORMER COMPANY: FORMER CONFORMED NAME: NATURAL CHILD CARE INC DATE OF NAME CHANGE: 19931117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KURTZ RICHARD CENTRAL INDEX KEY: 0001168337 FILING VALUES: FORM TYPE: SC 13D/A SC 13D/A 1 lapolla_kurtz-13da3.htm SCHEDULE 13D/A FILED BY RICHARD J. KURTZ

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Lapolla Industries, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

516648 10 2

(CUSIP Number)

Richard J. Kurtz

c/o Lapolla Industries, Inc.

Intercontinental Business Park

15402 Vantage Parkway East, Suite 322

Houston, Texas 77032

(281) 219-4700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 30, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 be 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. 516648 10 2

1. Names of Reporting Persons.

Richard J. Kurtz

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) ¨

3. SEC Use Only

4. Source of Funds (See Instructions)

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6. Citizenship or Place of Organization

U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7. Sole Voting Power

71,193,078 ⁽¹⁾⁽²⁾

8. Shared Voting Power

9. Sole Dispositive Power

71,193,078⁽¹⁾⁽²⁾

10. Shared Dispositive Power

11. Aggregate Amount Beneficially Owned by Each Reporting Person

71,193,078⁽¹⁾

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

13. Percent of Class Represented by Amount in Row (11)

61.7% ⁽³⁾

14. Type of Reporting Person (See Instructions)

(1)

Includes (i) 70,393,078 shares of Common Stock, and (ii) 800,000 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days of the date of this report.

(2)

This amount does not reflect an additional (i) 400,000 shares of Common Stock issuable upon exercise of options that are subject to vesting and are not exercisable within 60 days of the date of this report, and (ii) 1,249,228 shares of Common Stock subject to vesting for more than 60 days after the date of this report. The Reporting Person does not have voting or dispositive control with respect to shares of Common Stock subject to vesting.

(3)

The percentage ownership interest is determined based on 115,423,905 shares of common stock outstanding as of October 29, 2014, as reported by Lapolla Industries, Inc. in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2014.

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned. This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3. of the Schedule 13D is amended by adding the following:

The Reporting Person has acquired shares of Common Stock and options to purchase shares of Common Stock pursuant to the following transactions:

(lxix)

On December 30, 2014, the Reporting Person sold an aggregate of 11,983,447 shares of his Common Stock in a private transaction at $0.20 per share. Except as set forth herein, the Common Stock was not sold by the Reporting Person for any additional amount of funds or other consideration.

Item 5. Interest in Securities of the Issuer.

(a), (b) and (c) – The information contained on the cover pages to this Schedule 13D/A and the information set forth or incorporated in Items 2, 3, 4 and 6 hereof are incorporated herein by reference.

As of the date of this report on Schedule 13D/A, the Reporting Person beneficially owns directly 71,193,078 shares of Common Stock, which includes 70,393,078 shares of Common Stock and 800,000 shares of Common Stock issuable upon exercise of options that are vested and exercisable within 60 days of the date of this report. The aforementioned number of shares represents approximately 61.7% of the shares of Common Stock outstanding as of such date. The above percentage interest is determined based on 115,423,905 shares of Common Stock outstanding as of October 29, 2014, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2014. The Reporting Person has sole voting and dispositive power over 61.7% shares of Common Stock and will have sole and dispositive power over any shares of Common Stock issued upon exercise of the stock options held by the Reporting Person.

The 71,193,078 shares of Common Stock reported above as beneficially owned by the Reporting Person does not include (i) options to purchase an additional 400,000 shares of Common Stock, all of which remain subject to vesting and are not currently exercisable within 60 days of the date of this report and (ii) 1,249,228 shares of Common Stock subject to vesting for more than 60 days after the date of this report. The Reporting Person does not have voting or dispositive control with respect to shares of Common Stock subject to vesting by the Issuer. Other than as set forth in Item 3 of this Schedule 13D the Reporting Person has not executed any transactions in securities of the Issuer during the past sixty days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth or incorporated in Items 3 and 5 hereof is incorporated herein by reference in this Item 6. Except as described above, the Reporting Person does not have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

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.

Date: December 30, 2014

/s/ Richard J. Kurtz

Richard J. Kurtz