rockstarsch13ga.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Amendment No. 1

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(b)

SPHERIX INCORPORATED

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001

(Title of Class of Securities)

84842R304

(CUSIP Number)

December 31, 2013

(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)

CUSIP No. 84842R304

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rockstar Consortium US LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES	5	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 376,981
EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH	8	SHARED DISPOSITIVE POWER 376,981

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 376,981
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% (based on 3,769,885 shares of Common Stock outstanding as of January 8, 2014)
12	TYPE OF REPORTING PERSON* PN

CUSIP No. 84842R304

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rockstar Consortium LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES	5	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 376,981
EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH	8	SHARED DISPOSITIVE POWER 376,981

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 376,981
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% (based on 3,769,885 shares of Common Stock outstanding as of January 8, 2014)
12	TYPE OF REPORTING PERSON* OO

CUSIP No. 84842R304

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John Veschi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION US

NUMBER OF SHARES	5	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 376,981
EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH	8	SHARED DISPOSITIVE POWER 376,981

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 376,981
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% (based on 3,769,885 shares of Common Stock outstanding as of January 8, 2014)
12	TYPE OF REPORTING PERSON* IN

Item 1(a). Name of Issuer:

Spherix Incorporated

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

7927 Jones Branch Drive, Suite 3125, Tysons Corner, VA 22102

Item 2(a). Name of Person Filing.

This statement is filed by Rockstar Consortium US LP, Rockstar Consortium LLC (the “General Partner”) and Mr. John Veschi, who are collectively referred to herein as “Reporting Persons.”

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

7160 North Dallas Parkway, Suite No. 250, Plano, TX 75024

Item 2(c). Citizenship.

Delaware/U.S.

Item 2(d). Title of Class of Securities.

Common Stock, par value $0.0001.

Item 2(e). CUSIP Number.

84842R304

Item 3. Type of Person

Not applicable.

Item 4. Ownership.

(a) and (b)

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 376,981 shares of common stock held by Rockstar Consortium US LP, and such shares of common stock represent beneficial ownership of approximately 9.99% of the common stock, based on 3,769,885 shares of Common Stock outstanding as of January 8, 2014. The number of shares of common stock owned excludes 4,590,430 shares of common stock underlying Series H Convertible Preferred Stock (“Series H Preferred”) and 2,395,200 shares of common stock underlying Series I Convertible Redeemable Preferred Stock (“Series I Preferred”). The Series H Preferred and the Series I Preferred each contains a blocker provision under which the Issuer is prohibited from effecting conversion to the extent that, as a result of such conversion, the holder beneficially owns more than 4.99% (which may be increased to 9.99% and subsequently to 19.99%, each upon 61 days’ written notice to the Issuer) and are not immediately convertible and do not possess any voting rights until such time as the Issuer has obtained stockholder approval of the issuance, pursuant to NASDAQ Listing Rule 5635. The General Partner, which is the General Partner of Rockstar Consortium US LP, in whose names the reported securities are held, may be deemed to be the beneficial owner of all the securities held by Rockstar Consortium US LP. Mr. Veschi serves as the CEO of the General Partner. Mr. Veschi disclaims beneficial ownership of these securities.

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

(ii) Shared power to vote or to direct the vote: 376,981

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

(iv) Shared power to dispose or to direct the disposition of: 376,981

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 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. Certifications.

By signing below I certify that, to the best of my 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.

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.

		Rockstar Consortium US LP

Date: January 8, 2014	By:	Rockstar Consortium LLC, General Partner

	By:	/s/ John Veschi
		Name: John Veschi
		Title: Chief Executive Officer

		Rockstar Consortium LLC

Date: January 8, 2014	By:	/s/ John Veschi
		Name: John Veschi
		Title: Chief Executive Officer


Date: January 8, 2014		/s/ John Veschi
		John Veschi