0001144204-12-012426.txt : 20120301 0001144204-12-012426.hdr.sgml : 20120301 20120301180052 ACCESSION NUMBER: 0001144204-12-012426 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120223 FILED AS OF DATE: 20120301 DATE AS OF CHANGE: 20120301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRANDPARENTS.COM, INC. CENTRAL INDEX KEY: 0001020475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 931211114 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 589 EIGHTH AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 646-839-8800 MAIL ADDRESS: STREET 1: 589 EIGHTH AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: NorWesTech, Inc. DATE OF NAME CHANGE: 20110913 FORMER COMPANY: FORMER CONFORMED NAME: Pacific Biomarkers, Inc. DATE OF NAME CHANGE: 20100212 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC BIOMETRICS INC DATE OF NAME CHANGE: 19960813 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERNSTEIN JOSEPH E CENTRAL INDEX KEY: 0001258946 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21537 FILM NUMBER: 12659351 MAIL ADDRESS: STREET 1: EMPIRE RESORTS INC STREET 2: PO BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 3 1 v304423_3.xml OWNERSHIP DOCUMENT X0204 3 2012-02-23 0 0001020475 GRANDPARENTS.COM, INC. NWTH.OB 0001258946 BERNSTEIN JOSEPH E C/O GRANDPARENTS.COM, INC. 589 EIGHTH AVENUE, 6TH FLOOR NEW YORK NY 10018 1 1 1 0 Co-CEO, CFO and Treasurer Series A Convertible Preferred Stock Common Stock 55887491 I See Footnote Stock Option (Right to Buy) 0.60 2022-02-24 Common Stock 1000000 D The Series A Convertible Preferred Stock will automatically convert into 55,887,491 shares of common stock, par value $.01 per share ("Common Stock"), of Grandparents.com, Inc. (the "Corporation") upon the date on which the Corporation files a Certificate of Amendment of its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock to 150,000,000. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act or 1934, as amended (the "Exchange Act"), or for any other purposes. See footnote 3 hereto. The reported securities are owned beneficially and of record by GP.com Holding Company, LLC, a limited liability company of which the reporting person is a Managing Director and indirectly holds a membership interest. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of Exchange Act or for any other purposes. The option vests as follows: one-third (1/3) of the option shall become vested and exercisable on February 24, 2013 (the one year anniversary of the date of grant) and the remaining two-thirds (2/3) of such option shall become vested and exercisable in eight (8) equal quarterly installments thereafter. /s/ Joseph E. Bernstein 2012-03-01