UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
Bingo.com, Ltd.
(Name of Issuer)
Common stock, no par value
(Title of Class of Securities)
G11152108
(CUSIP Number)
May 3, 2012
(Date of event which requires filing of this statement)
Check the appropriate box to designate the
rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(1) NAMES OF REPORTING PERSONS TRYON M. WILLIAMS
I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS (ENTITIES ONLY)
N/ A
(2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP *
(a) [X]
(b) [
]
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION ANGUILLA, B. W. I.
|
Number of Shares Benefically by Owned by Each Reporting Person With: |
5. SOLE VOTING POWER |
3,785,714 |
|
6. SHARED VOTING POWER |
22,682,545 |
|
|
7. SOLE DISPOSITIVE POWER |
3,785,714 |
|
|
8. SHARED DISPOSITIVE POWER |
22,682,545 |
(9) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,785,714 SHARES HELD DIRECTLY &
18,896,831 HELD BY BINGO, INC. OF WHICH MR WILLIAMS IS A POTENIAL BENEFICIARY OF SEVERAL DISCRETIONARY TRUSTS THAT HOLD APPROXIMATELY 80% OF BINGO, INC.
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.51%
(12) TYPE OF REPORTING PERSON ** IN
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ITEM 1
Item 1(a). Name of Issuer: Bingo.com, Ltd. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Issuer's principal executive offices are located at Ground Floor, Hansa Bank Building,
Landsome Road, AI 2640,
The Valley, Anguilla, B.W.I
ITEM 2
Item 2(a). Name of Person Filing: TRYON M. WILLIAMS
Item 2(b). Address of Principal Business
Office or, if None, Residence:
SOUTH
HILL VILLA
THE VALLEY
ANGUILLA, B. W. I.
TV1 02P
Item 2(c). Citizenship: ANGUILLA, B. W. I.
Item 2(d). Title of Class of Securities: Common Stock, no par value (the "Common Stock")
Item 2(e). CUSIP Number: G11152108
ITEM 3
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i) [ ] 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) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
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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:
| Held by Mr Tryon M. Williams | 3,785,714 |
| Held by Bingo, Inc. | 18,896,831 |
| Total Benefical holdings | 22,682,545 |
Mr. Tryon M. Williams acquired the following
- 403 Bingo.com, Ltd. shares at $0.325 per share on the 30th of March, 2012.
- 10,000 Bingo.com, Ltd. shares at $0.325 per share on the 3rd of April, 2012.
- 25,000 Bingo.com, Ltd. shares at $0.4443 per share on the 13th of April, 2012.
- 25,000 Bingo.com, Ltd. shares at $0.405 per share on the 16th of April, 2012.
- 13,748 Bingo.com, Ltd. shares at $0.4373 per share on the 17th of April, 2012.
- 70,000 Bingo.com, Ltd. shares at $0.425 per share on the 3rd of May, 2012.
-1,000 Bingo.com, Ltd. shares at $0.425 per share on the 4th of May, 2012.
(b) Percent of class: 35.51%
The percentages set forth in this Schedule 13G are calculated based on the 63,877,702 shares of Common Stock outstanding as of May 8, 2012.
(c) Number of shares as to which the person has:.
(i) Sole power to vote or direct the vote: 3,785,714
(ii) Shared power to vote or direct the vote: 22,682,545
(iii) Sole power to dispose or direct the disposition: 3,785,714
(iv) Shared power to dispose or direct the disposition: 22,682,545
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 [ ] NOT APPLICABLE
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Section 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Section 240.13d-1(c) or Section 240.13d-1(d), attach an exhibit stating the identity of each member of the group. NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. ` NOT APPLICABLE
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ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. [X]
(b) The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(c):
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.
DATED: May 8, 2012
SIGNATURE /s/ T. M. Williams
NAME/TITLE T. M. Williams (Executive Chairman)
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
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