1
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Neil M. Leibman
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
PF
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
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6
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
1,804,155 (1)
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
1,804,155 (1)
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,804,155 (1)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13
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Percent of Class Represented by Amount in Row (11)
13.9%
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14
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Type of Reporting Person (See Instructions)
IN
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Item 1.
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Security and Issuer
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(a)
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This Schedule 13D is filed by and on behalf of Neil M. Leibman (“Leibman” or the “Reporting Person”). Leibman was appointed as President, Chief Executive Officer and Director of the Issuer on January 21, 2013, and therefore is no longer eligible to file a Schedule 13G. Leibman is general partner of MAA Holdings Limited, a Texas limited partnership (“MAA”) and has sole voting and dispositive power over the shares held of record by MAA. MAA is the record holder of 1,757,576 shares of the Issuer’s common stock. Leibman is also a general partner of Boxer Capital, Ltd., a Texas limited partnership (“Boxer”). Boxer is the record holder of 46,479 shares of the Issuer’s common stock. Leibman may be deemed to beneficially own securities held of record by both MAA and Boxer. Leibman is also the record holder of 100 shares of the Issuer’s Common Stock, as to which he has sole voting and dispositive power. Leibman declares that neither the filing of this statement nor anything herein shall be construed as an admission that Leibman is, for the purposes of Sections 13(d) or 13(g) of the Securities and Exchange Act of 1934, the beneficial owner of any of the securities covered by this statement other than the shares held of record by Leibman.
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(b)
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The Reporting Person’s business address is 800 Bering Drive, Suite 260, Houston, Texas 77057.
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(c)
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Leibman’s principal occupation or employment is President and Chief Executive Officer of Summer Energy Holdings, Inc., whose address is 800 Bering Drive, Suite 260, Houston, Texas 77057. Summer Energy Holdings, Inc. is, through its wholly-owned subsidiary, Summer Energy, LLC, a retail electric provider in the State of Texas. Leibman is general partner of both MAA and Boxer, each of whose principal business is investments.
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(d)
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Leibman has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
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(e)
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Leibman has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor has Leibman been nor is he now subject to a judgment, decree, or final order enjoining further violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Leibman is a citizen of the United States of America.
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(a)
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The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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(d)
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Any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board of Directors of the Company;
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(e)
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Any material change in the present capitalization or dividend policy of the Company;
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(f)
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Any other material change in the Company's business or corporate structure;
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(g)
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Changes in the Company's charter, by-laws, or instruments corresponding thereto or any actions which may impede the acquisition or control of the Company by any person;
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(h)
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Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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(j)
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Any action similar to any of those enumerated above.
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(a)
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MAA is the holder of record of 1,757,576 shares of the Issuer’s common stock. Boxer is the holder of record of 46,479 shares of the Issuer’s common stock. Leibman is the holder of record of 100 shares of the Issuer’s common stock. Leibman has sole voting and dispositive power of the shares held of record by MAA and Boxer; therefore, Leibman may be deemed to beneficially own 1,804,155 shares of the Issuer’s common stock, which represents approximately 13.9% of the outstanding common stock of the Issuer (based on 12,954,868 shares of common stock outstanding as of the date hereof).
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(b)
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Leibman is general partner of MAA and Boxer. Leibman has sole dispositive and voting power of the shares held of record by MAA and Boxer. Leibman has sole dispositive and voting power of the shares held of record by Leibman.
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(c)
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Other than the transactions described in Item 3 above, the Reporting Person has not been involved in any transactions involving the securities of the Company in the last 60 days.
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(d)
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No other persons are known that have the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, such securities.
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(e)
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Not applicable.
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January 7, 2013 | /s/ Neil M. Leibman |
Date | Signature |