0001144204-15-007925.txt : 20150211 0001144204-15-007925.hdr.sgml : 20150211 20150211161331 ACCESSION NUMBER: 0001144204-15-007925 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150211 DATE AS OF CHANGE: 20150211 GROUP MEMBERS: GENESIS ASSET OPPORTUNITY FUND, L.P. GROUP MEMBERS: GENESIS CAPITAL GP LLC GROUP MEMBERS: GENESIS OPPORTUNITY FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Patent Properties, Inc. CENTRAL INDEX KEY: 0001294649 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 300342273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80846 FILM NUMBER: 15599701 BUSINESS ADDRESS: STREET 1: TWO HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 203-461-7200 MAIL ADDRESS: STREET 1: TWO HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 FORMER COMPANY: FORMER CONFORMED NAME: GlobalOptions Group, Inc. DATE OF NAME CHANGE: 20050831 FORMER COMPANY: FORMER CONFORMED NAME: Creative Solutions With Art, Inc. DATE OF NAME CHANGE: 20040619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001439253 IRS NUMBER: 261652253 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 255 HUGUENOT STREET STREET 2: SUITE 1103 CITY: NEW ROCHELLE STATE: NY ZIP: 10801 BUSINESS PHONE: 914-831-9950 MAIL ADDRESS: STREET 1: 255 HUGUENOT STREET STREET 2: SUITE 1103 CITY: NEW ROCHELLE STATE: NY ZIP: 10801 SC 13G 1 v401107_sc13g.htm SCHEDULE 13G

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(RULE 13d - 102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

 

(Amendment No.   )*

 

Patent Properties, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

703070102

(CUSIP Number)

 

December 31, 2014

(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)
x Rule 13d-1(c)
¨ 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 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).

 

(Page 1 of 5 Pages)

 

 
Page 2 of 11

 

CUSIP No. 703070102

 

1

NAME OF REPORTING PERSON

 

Genesis Opportunity Fund, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER
OF
SHARES
BENEFI-
CIALLY
OWNED
BY EACH
REPORT-
ING
PERSON
WITH		 5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

1,535,529

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

1,535,529

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,535,529

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.4%

 

12

TYPE OF REPORTING PERSON

 

PN

 

 

 
Page 3 of 11

 

1

NAME OF REPORTING PERSON

 

Genesis Asset Opportunity Fund, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER
OF
SHARES
BENEFI-
CIALLY
OWNED
BY EACH
REPORT-
ING
PERSON
WITH		 5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

173,300

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

173,300

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

173,300

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.8%

 

12

TYPE OF REPORTING PERSON

 

PN

 

 

 
Page 4 of 11

 

1

NAME OF REPORTING PERSON

Genesis Capital Advisors LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER
OF
SHARES
BENEFI-
CIALLY
OWNED
BY EACH
REPORT-
ING
PERSON
WITH		 5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

1,708,829

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

1,708,829

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,708,829

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.2%

 

12

TYPE OF REPORTING PERSON

 

IA, CO

 

 

 
Page 5 of 11

 

1

NAME OF REPORTING PERSON

 

Genesis Capital GP LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER
OF
SHARES
BENEFI-
CIALLY
OWNED
BY EACH
REPORT-
ING
PERSON
WITH		 5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

173,300

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

173,300

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

173,300

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.8%

 

12

TYPE OF REPORTING PERSON

 

CO

 

 

 
Page 6 of 11

 

ITEM 1(a).Name of Issuer:

 

Patent Properties, Inc. (the “Issuer”)

 

Item 1(b).Address of Issuer's Principal Executive Offices:

 

Two High Ridge Park

Stamford, Connecticut 06905

 

Item 2(a).Name of Persons Filing:

 

The names of the persons filing this Schedule 13G are Genesis Opportunity Fund, L.P., a Delaware limited partnership (“Genesis Opportunity Fund”), Genesis Asset Opportunity Fund, L.P., a Delaware limited partnership (“Genesis Asset Opportunity Fund”), Genesis Capital Advisors LLC, a Delaware limited liability company (“Genesis Capital Advisors”), and Genesis Capital GP LLC, a Delaware limited liability company (“Genesis Capital GP”). Genesis Opportunity Fund, Genesis Asset Opportunity Fund, Genesis Capital Advisors and Genesis Capital GP are collectively referred to in this Schedule 13G as the “Reporting Persons.”

 

Genesis Capital GP is the general partner of Genesis Asset Opportunity Fund. Genesis Capital Advisors is the investment manager of Genesis Opportunity Fund and Genesis Asset Opportunity Fund. By virtue of these relationships, Genesis Capital GP may be deemed to have shared voting and dispositive power with respect to the shares of Common Stock owned directly by Genesis Asset Opportunity Fund and Genesis Capital Advisors may be deemed to have shared voting and dispositive power with respect to the shares of Common Stock owned directly by each of Genesis Opportunity Fund and Genesis Asset Opportunity Fund.

 

Item 2(b).Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office of each of the Reporting Persons is:

1212 Avenue of the Americas, 19th Floor

New York, New York 10036

 

Item 2(c).Citizenship:

 

Each of the Reporting Persons is organized under the laws of the State of Delaware.

 

Item 2(d).Title of Class of Securities

 

Common Stock

 

Item 2(e).CUSIP Number:

 

703070102

 

ITEM 3.IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (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 defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 
Page 7 of 11

 

  (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 Rule 13d-1(b)(1)(ii)(E).
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h) ¨ A savings association 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) ¨ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J)
       
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

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.

 

Genesis Opportunity Fund, L.P.

 

(a) Amount beneficially owned: 1,535,529

 

(b) Percent of class: 7.4%

 

(c) Number of shares of Common Stock as to which such person has:

 

(i) Sole power to vote or direct the vote: 0

 

(ii) Shared power to vote or direct the vote: 1,535,529

 

(iii) Sole power to dispose or direct the disposition: 0

 

(iv) Shared power to dispose or direct the disposition: 1,535,529

 

Genesis Asset Opportunity Fund, L.P.

 

(a) Amount beneficially owned: 173,300

 

(b) Percent of class: 0.8%

 

(c) Number of shares of Common Stock as to which such person has:

 

(i) Sole power to vote or direct the vote: 0

 

(ii) Shared power to vote or direct the vote: 173,300

 

(iii) Sole power to dispose or direct the disposition: 0

 

 
Page 8 of 11

 

(iv) Shared power to dispose or direct the disposition: 173,300

 

Genesis Capital Advisors LLC

 

(a) Amount beneficially owned: 1,708,829

 

(b) Percent of class: 8.2%

 

(c) Number of shares of Common Stock as to which such person has:

 

(i) Sole power to vote or direct the vote: 0

 

(ii) Shared power to vote or direct the vote: 1,708,829

 

(iii) Sole power to dispose or direct the disposition: 0

 

(iv) Shared power to dispose or direct the disposition: 1,708,829

 

Genesis Capital GP LLC

 

(a) Amount beneficially owned: 173,300

 

(b) Percent of class: 0.8%

 

(c) Number of shares of Common Stock as to which such person has:

 

(i) Sole power to vote or direct the vote: 0

 

(ii) Shared power to vote or direct the vote: 173,300

 

(iii) Sole power to dispose or direct the disposition: 0

 

(iv) Shared power to dispose or direct the disposition: 173,300

 

The above amounts are based on the 20,741,572 shares of the Issuer’s common stock outstanding as of November 12,2014, as reported by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 filed by the Issuer with the Securities Exchange Commission on November 13, 2014.

 

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 Persons have 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.

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

 
Page 9 of 11

 

Item 10.Certification.

 

By signing below the undersigned certifies that, to the best of its 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, other than activities solely in connection with a nomination under §240.14a–11.

 

 
Page 10 of 11

 

SIGNATURES

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  February 11, 2015

 

  Genesis Opportunity Fund, L.P.
     
  By: Genesis Capital Advisors LLC
  Its: General Partner
     
  By: /s/ Ethan Benovitz
  Name:  Ethan Benovitz
  Title: Managing Member
     
  Genesis Asset Opportunity Fund, L.P.
     
  By: Genesis Capital GP LLC
  Its: General Partner
     
  By: /s/ Ethan Benovitz
  Name: Ethan Benovitz
  Title: Managing Member
     
  Genesis Capital Advisors LLC
     
  By: /s/ Ethan Benovitz
  Name: Ethan Benovitz
  Title: Managing Member
     
  Genesis Capital GP LLC
     
  By: /s/ Ethan Benovitz
  Name: Ethan Benovitz
  Title: Managing Member

 

 
 

 

 EX-99.1 2 v401107_ex99-1.htm JOINT FILING AGREEMENT

 

Page 11 of 11

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

 

Date:  February 11, 2015 Genesis Opportunity Fund, L.P.
     
  By: Genesis Capital Advisors LLC
  Its: General Partner
     
  By: /s/ Ethan Benovitz
  Name: Ethan Benovitz
  Title: Managing Member
     
  Genesis Asset Opportunity Fund, L.P.
     
  By: Genesis Capital GP LLC
  Its: General Partner
     
  By: /s/ Ethan Benovitz
  Name: Ethan Benovitz
  Title: Managing Member
     
  Genesis Capital Advisors LLC
     
  By: /s/ Ethan Benovitz
  Name: Ethan Benovitz
  Title: Managing Member
     
  Genesis Capital GP LLC
     
  By: /s/ Ethan Benovitz
  Name: Ethan Benovitz
  Title: Managing Member