CounterPath Corporation
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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22228P 20 3
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(CUSIP Number)
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Steven Bruk
3230 Mathers Avenue
West Vancouver, British Columbia
Canada V7V 2K5
Telephone: 604.689.8336
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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November 2, 2015
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(Date of Event which Requires Filing of this Statement)
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Steven Bruk
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization: Canada
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Number of Shares Beneficially Owned by Each Reporting Person With
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7. Sole Voting Power 15,047(1)
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8. Shared Voting Power 507,005 (1)
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9. Sole Dispositive Power 15,047(1)
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10. Shared Dispositive Power507,005(1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 547,052(1)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 11.8% (2)
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14. Type of Reporting Person (See Instructions): IN
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(1) |
Steven Bruk is the legal and beneficial owner of 15,047 shares. Mr. Bruk’s spouse, Karen Bruk, is the legal owner of 14,600 shares. Karen Bruk is also the sole shareholder of KMB Trac Two Holdings Ltd. (“KMB”). KMB is the legal owner of 452,405 shares and 65,000 shares that may be acquired on the exercise of warrants. Steven Bruk and Karen Bruk exercise shared investment power over the shares of common stock held by Karen Bruk and KMB.
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(2) |
Calculated based on the aggregate of 4,617,848 shares, which consists of 4,552,848 shares outstanding as of December 2, 2016 and 65,000 shares that may be acquired on exercise of warrants exercisable within sixty days, pursuant to Rule 13d-3 of the Act.
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Karen Bruk
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization: Canada
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Number of Shares Beneficially Owned by Each Reporting Person With
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7. Sole Voting Power 0
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8. Shared Voting Power 507,005(1)
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9. Sole Dispositive Power 0
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10. Shared Dispositive Power 507,005(1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 507,005(1)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 11%(2)
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14. Type of Reporting Person (See Instructions): IN
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(1) |
Karen Bruk (spouse of Steven Bruk) is the legal owner of 14,600 shares. Karen Bruk is also the sole shareholder of KMB. KMB is the legal owner of 452,405 shares and 65,000 shares that may be acquired on the exercise of warrants. Steven Bruk and Karen Bruk exercise shared investment power over the shares of common stock held by Karen Bruk and KMB.
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(2) |
Calculated based on the aggregate of 4,617,848 shares, which consists of 4,552,848 shares outstanding as of December 2, 2016 and 65,000 shares that may be acquired on exercise of warrants exercisable within sixty days, pursuant to Rule 13d-3 of the Act.
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
KMB Trac Two Holdings Ltd.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization: British Columbia
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Number of Shares Beneficially Owned by Each Reporting Person With
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7. Sole Voting Power 0
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8. Shared Voting Power 517,405(1)
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9. Sole Dispositive Power 0
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10. Shared Dispositive Power 517,405(1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 517,405(1)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 11.2%(2)
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14. Type of Reporting Person (See Instructions): CO
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(1) |
KMB is the legal owner of 452,405 shares and 65,000 shares that may be acquired on the exercise of warrants. Steven Bruk and Karen Bruk exercise shared investment power over the shares of common stock held by Karen Bruk and KMB.
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(2) |
Calculated based on the aggregate of 4,617,848 shares, which consists of 4,552,848 shares outstanding as of December 2, 2016 and 65,000 shares that may be acquired on exercise of warrants exercisable within sixty days, pursuant to Rule 13d-3 of the Act.
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(a)
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the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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an extraordinary corporate transaction, such as a merger, reorganization of liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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a sale of transfer of a material amount of assets of the Issuer 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 Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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any other material change in the Issuer’s business or corporate structure;
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(g)
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changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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(h)
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causing a class of securities of the Issuer 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 Issuer 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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Reporting Person |
Aggregate Number of Shares
Beneficially Owned |
Percentage of Outstanding
Common Shares |
Steven Bruk
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547,052(1)(4)
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11.8%(5)
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Karen Bruk
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507,005(2)(4)
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11%(5)
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KMB Trac Two Holdings Ltd.
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517,405(3)(4)
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11.2%(5)
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(1) |
Calculated based on the (i) 15,047 Shares owned by Steven Bruk, (ii) 14,600 Shares owned by Karen Bruk, (iii) 452,405 shares owned by Holdco and (iv) 65,000 Shares subject to warrants held by Holdco that are currently exercisable.
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(2) |
Calculated based on the (i) 14,600 Shares owned by Karen Bruk, (ii) 452,405 shares owned by Holdco and (iii) 65,000 Shares subject to warrants held by Holdco that are currently exercisable.
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(3) |
Calculated based on the (i) 452,405 shares owned by Holdco and (ii) 65,000 Shares subject to warrants held by Holdco that are currently exercisable.
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(4) |
Steven Bruk and Karen Bruk exercise shared investment power over the Shares held by Karen Bruk and KMB.
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(5) |
Calculated based on the aggregate of 4,617,848 shares, which consists of 4,552,848 shares outstanding as of December 2, 2016 and 65,000 shares that may be acquired on exercise of warrants exercisable within sixty days, pursuant to Rule 13d-3 of the Act.
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