scd_13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Inergetics, Inc.
$0.001 par value Common Stock
(Title of Class of Securities)
45671Q204
(CUSIP Number)
December 31, 2011
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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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.
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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. 45671Q204
1)
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Name of reporting persons:
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Leonid Frenkel
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2)
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Check the appropriate box if a member of a group (See Instructions)
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(a) o
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(b) o
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3)
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SEC Use Only
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4)
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Citizenship or place of organization
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United States
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(5)
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Sole voting power
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Number of
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2,785,985
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Shares
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(6)
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Shared voting power
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Beneficially
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Owned
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470,091
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By Each
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(7)
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Sole dispositive power
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Reporting
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Person With
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2,785,985
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(8)
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Shared dispositive power
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470,091
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9)
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Aggregate amount beneficially owned by each reporting person
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3,256,076
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10)
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Check if the aggregate amount in row (9) excludes certain shares (see instructions)
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o |
11)
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Percent of class represented by amount in row (9)
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12)
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Type of reporting person
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IN
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2
CUSIP No. 45671Q204
1)
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Name of reporting persons:
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Frenkel Family Limited Partnership
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2)
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Check the appropriate box if a member of a group (See Instructions)
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(a) o
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(b) o
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3)
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SEC Use Only
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4)
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Citizenship or place of organization
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United States
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(5)
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Sole voting power
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Number of
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0
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Shares
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(6)
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Shared voting power
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Beneficially
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Owned
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94,778
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By Each
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(7)
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Sole dispositive power
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Reporting
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Person With
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0
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(8)
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Shared dispositive power
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94,778
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9)
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Aggregate amount beneficially owned by each reporting person
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94,778
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10)
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Check if the aggregate amount in row (9) excludes certain shares (see instructions)
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11)
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Percent of class represented by amount in row (9)
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12)
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Type of reporting person
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PN
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3
CUSIP No. 45671Q204
1)
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Name of reporting persons:
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Periscope Partners, L.P.
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2)
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Check the appropriate box if a member of a group (See Instructions)
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(a) o
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(b) o
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3)
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SEC use only
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4)
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Citizenship or place of organization
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United States
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(5)
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Sole voting power
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Number of
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0
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Shares
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(6)
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Shared voting power
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Beneficially
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Owned
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375,313
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By Each
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(7)
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Sole dispositive power
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Reporting
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Person With
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0
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(8)
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Shared dispositive power
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375,313
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9)
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Aggregate amount beneficially owned by each reporting person
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375,313
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10)
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Check if the aggregate amount in row (9) excludes certain shares (see instructions)
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11)
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Percent of class represented by amount in row (9)
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12)
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Type of reporting person (see instructions)
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PN
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4
Item 1.
(a) Name of Issuer:
Inergetics, Inc.
(b) Address of Issuer’s Principal Executive Offices:
205 Robin Road, Suite 222, Paramus, NJ 07652
Item 2.
(a) Name of person filing:
Leonid Frenkel
Frenkel Family Limited Partnership
Periscope Partners, L.P.
(b) Address of principal business office or, if none, residence:
Leonid Frenkel
401 City Avenue, Suite 528
Bala Cynwyd, PA 19004
Frenkel Family Limited Partnership
401 City Avenue, Suite 528
Bala Cynwyd, PA 19004
Periscope Partners, L.P.
401 City Avenue, Suite 528
Bala Cynwyd, PA 19004
(c) Citizenship:
Leonid Frenkel: United States
Frenkel Family Limited Partnership: Delaware limited partnership
Periscope Partners, L.P.: Delaware limited partnership
(d) Title of class of securities:
Common Stock, par value $.001 per share (the “Shares”)
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(2) CUSIP No.:
45671Q204
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) o Broker or dealer registered under Section 15 of the Act;
(b) o Bank as defined in Section 3(a)(6) of the Act;
(c) o Insurance company as defined in Section 3(a)(19) of the Act;
(d) o Investment company registered under Section 8 of the Investment Company Act of 1940;
(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o 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;
(j) o A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) o Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of the date hereof, Leonid Frenkel may be deemed to be the beneficial owner of 3,256,076 Shares, Frenkel Family Limited Partnership may be deemed to be the beneficial owner of 94,778 Shares and Periscope Partners, L.P. may be deemed to be the beneficial owner of 375,313 Shares.
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(b) Percent of class
As of the date hereof, Leonid Frenkel may be deemed to be the beneficial owner of approximately 13.71% of the total number of Shares outstanding, Frenkel Family Limited Partnership may be deemed to be the beneficial owner of approximately 0.40% of the total number of Shares outstanding and Periscope Partners, L.P. may be deemed to be the beneficial owner of approximately 1.98% of the total number of Shares outstanding.
(c) Number of shares as to which such person has:
Leonid Frenkel
i. Sole power to vote or to direct the vote
2,785,985
ii. Shared power to vote or to direct the vote
470,091
iii. Sole power to dispose or to direct the disposition of
2,785,985
iv. Shared power to dispose or to direct the disposition of
470,091
Mr. Frenkel is the general partner of each of Frenkel Family Limited Partnership and Periscope Partners, L.P. Mr. Frenkel disclaims beneficial ownership of the Shares held by Frenkel Family Limited Partnership and Periscope Partners, L.P., except to the extent of his pecuniary interest therein.
Frenkel Family Limited Partnership
i. Sole power to vote or to direct the vote
0
ii. Shared power to vote or to direct the vote
94,778
7
iii. Sole power to dispose or to direct the disposition of
0
iv. Shared power to dispose or to direct the disposition of
94,778
Periscope Partners, L.P.
i. Sole power to vote or to direct the vote
0
ii. Shared power to vote or to direct the vote
375,313
iii. Sole power to dispose or to direct the disposition of
0
iv. Shared power to dispose or to direct the disposition of
375,313
Item 5. Ownership of 5 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 5 percent of the class of securities, check the following: o
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.
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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.
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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.
February 10, 2012
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LEONID FRENKEL |
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/s/ Leonid Frenkel |
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Leonid Frenkel |
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February 10, 2012
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FRENKEL FAMILY LIMITED PARTNERSHIP |
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/s/ Leonid Frenkel |
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Name: Leonid Frenkel |
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Title: General Partner |
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February 10, 2012
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PERISCOPE PARTNERS, L.P.
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/s/ Leonid Frenkel |
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Name: Leonid Frenkel |
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Title: General Partner |
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EXHIBIT INDEX
Exhibit
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Page No.
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A
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Joint Filing Agreement, dated as of February 14, 2011, by and among Leonid Frenkel, Frenkel Family Limited Partnership and Periscope Partners, L.P.
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12
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Schedule 13G with respect to the Common Stock, par value $0.001 per share, of Inergetics, Inc., dated as of February 14, 2011, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
February 14, 2011
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LEONID FRENKEL |
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/s/ Leonid Frenkel |
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Leonid Frenkel |
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FRENKEL FAMILY LIMITED PARTNERSHIP |
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/s/ Leonid Frenkel |
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Name: Leonid Frenkel |
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Title: General Partner |
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PERISCOPE PARTNERS, L.P.
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/s/ Leonid Frenkel |
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Name: Leonid Frenkel |
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Title: General Partner |
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