0001437749-12-008978.txt : 20120829 0001437749-12-008978.hdr.sgml : 20120829 20120829161646 ACCESSION NUMBER: 0001437749-12-008978 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120829 DATE AS OF CHANGE: 20120829 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Haller L. Michael CENTRAL INDEX KEY: 0001556495 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 5924 COLODNY DR. CITY: AGOURA HILLS STATE: CA ZIP: 91301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL ANGEL CORP CENTRAL INDEX KEY: 0000924642 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 431641533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46751 FILM NUMBER: 121063370 BUSINESS ADDRESS: STREET 1: 300 STATE STREET STREET 2: SUITE 214 CITY: NEW LONDON STATE: CT ZIP: 06320 BUSINESS PHONE: 651-455-1621 MAIL ADDRESS: STREET 1: 300 STATE STREET STREET 2: SUITE 214 CITY: NEW LONDON STATE: CT ZIP: 06320 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED DIGITAL SOLUTIONS INC DATE OF NAME CHANGE: 19990723 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED CELLULAR TECHNOLOGY INC DATE OF NAME CHANGE: 19940606 SC 13G 1 diga_13g-082712.htm SCHEDULE 13G diga_13g-082712.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
Digital Angel Corporation
(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
25383A200
  (CUSIP Number)  
 
August 27, 2012
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
a.
o
Rule 13d-1(b)
     
b.
þ
Rule 13d-1(c)
     
c.
o
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 the disclosures provided in a prior cover page.
 
The information required in 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.
  
25383A200 
                  
 
1
  
NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
 
Louis Michael Haller III
     
     
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)   o
 
(b)   o
     
3
  
SEC USE ONLY
   
   
     
4
  
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States of America
       
 
5
  
SOLE VOTING POWER
     
   
2,000,000
NUMBER OF      
SHARES
6
  
SHARED VOTING POWER
BENEFICIALLY
    
OWNED BY
  
0
EACH      
REPORTING
7
  
SOLE DISPOSITIVE POWER
PERSON
    
WITH:
  
2,000,000
       
 
8
  
SHARED DISPOSITIVE POWER
     
   
0
   
 0
9
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,000,000
     
10
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
 
o
     
11
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.1%
     
12
  
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
IN
 
 
Page 2 of 5
 
 
 
 
 
 Item 1.
 
     (a) Name of Issuer
 
Digital Angel Corporation (the “Issuer”)
 
     (b) Address of Issuer’s Principal Executive Offices
 
300 State Street, Suite 214
New London CT, 06320
 
Item 2.
 
 
(a)
Name of Person Filing
 
Louis Michael Haller III
 
 
(b)
Address of Principal Business Office or, if none, Residence
 
300 State Street, Suite 214
New London, CT 06320
 
 
(c)
Citizenship
United States of America.
 
 
(d)
Title of Class of Securities
 
Common stock, $0.01 par value per share, of the Issuer (the “Common Stock”)
 
 
(e)
CUSIP Number
 
25383A200
 
Item 3. If this statement is filed pursuant to RuleS13d-1(b) or 13d-2(b), check whether the person filing is a:
 
Not applicable.
 
Item 4. Ownership.
 
     (a) and (b):
 
On August 27, 2012, following the execution of the Employment Agreement with the Issuer on August 23, 2010 (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 28, 2012), the Reporting Person was granted a stock option to purchase an aggregate total of 10,000,000 shares of Common Stock. The option as to 2,000,000 shares immediately vested upon grant and the other shares vest in four additional tranches, each tranche as to 2,000,000 shares, upon meeting certain conditions.  As a result, the Reporting Person is deemed to beneficially own 2,000,000 shares of Common Stock, and all such shares of Common Stock represent beneficial ownership of approximately 6.1% of the Common Stock, based on 30,874,685 shares of Common Stock issued and outstanding on August 27, 2012,
 
 
Page 3 of 5
 
 
 
 
 
     (c) Number of shares as to which the person has:
 
               (i) Sole power to vote or to direct the vote:    2,000,000    .
 
               (ii) Shared power to vote or to direct the vote:    0    .
 
               (iii) Sole power to dispose or to direct the disposition of:    2,000,000    .
 
               (iv) Shared power to dispose or to direct the disposition of:    0    .
 
Item 5. Ownership of Five Percent or Less of a Class
 
Not applicable.
 
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.
 
Item 10. Certification
 
          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.
 
 
Page 4 of 5
 
 
 
 
 
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: August 29, 2012
         
 
LOUIS MICHAEL HALLER III
 
 
  
 
By:  
/s/ L. Michael Haller
  
   
Louis Michael Haller III
  
 
 
Page 5 of 5