FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 08/13/2012 |
3. Issuer Name and Ticker or Trading Symbol
MAGNEGAS CORP [ MNGA ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.001 per share(1) | 3,010,000 | I(2) | By HyFuels, Inc. |
Common Stock, par value $0.001 per share(1) | 1,832,829 | I(3) | By Global Alpha, LLC |
Common Stock, par value $0.001 per share(1) | 901,000 | I(4) | By Global Beta, LLC |
Common Stock, par value $0.001 per share(1) | 313,000 | I(5) | By Clean Energies Tech Corp. |
Common Stock, par value $0.001 per share(1) | 270,000 | I(6) | By RM Santilli Foundation |
Common Stock, par value $0.001 per share(1) | 10,000 | I(7) | By Dr. Ruggero Maria Santilli |
Common Stock, par value $0.001 per share(1) | 441,304 | I(8) | By Luisa Ingargiola |
Common Stock, par value $0.001 per share(1) | 425,354 | I(9) | By Ermanno Santilli |
Common Stock, par value $0.001 per share(1) | 2,000 | I(10) | By the Family Members of Luisa Ingargiola |
Common Stock, par value $0.001 per share(1) | 1,000,000 | I(11) | By Global Alpha, LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Option to Purchase Common Stock(1) | 06/24/2012(12) | (13) | Common Stock, par value $0.001 per share | 450,000 | $1.5 | I(14) | By Dr. Ruggero Maria Santilli |
Option to Purchase Common Stock(1) | 06/24/2012(15) | (13) | Common Stock, par value $0.001 per share | 300,000 | $1.5 | I(16) | By Carla Santilli |
Option to Purchase Common Stock(1) | 06/24/2012(17) | (13) | Common Stock, par value $0.001 per share | 300,000 | $1.5 | I(18) | By Luisa Ingargiola |
Option to Purchase Common Stock(1) | 06/24/2012(19) | (13) | Common Stock, par value $0.001 per share | 450,000 | $1.5 | I(20) | By Ermanno Santilli |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. This Form 3 is filed jointly by HyFuels, Inc. ("HyFuels"), Global Alpha, LLC ("Global Alpha"), Global Beta, LLC ("Global Beta"), Clean Energies Tech Corp. ("Clean Energies"), RM Santilli Foundation (the "Foundation"), Dr. Ruggero Maria Santilli ("Ruggero"), Carla Santilli ("Carla"), Luisa Ingargiola ("Luisa"), and Ermanno Santilli ("Ermanno") (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock and Preferred Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reporting herein except to the extent of his, her, or its pecuniary interest therein. |
2. Represents shares of Common Stock owned directly by HyFuels. As the stockholders of HyFuels, Ruggero, Carla, Luisa, and Ermanno may each be deemed to beneficially own the shares owned by HyFuels. Each of Ruggero, Carla, Luisa, and Ermanno disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein. |
3. Represents shares of Common Stock owned directly by Global Alpha. As the members of Global Alpha, Ruggero and Carla may each be deemed to beneficially own the shares owned by Global Alpha. Each of Ruggero and Carla disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein. |
4. Represents shares of Common Stock owned directly by Global Beta. As the stockholders of Global Beta, Ruggero, Carla, and Luisa may each be deemed to beneficially own the shares owned by Global Beta. Each of Ruggero, Carla, and Luisa disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein |
5. Represents shares of Common Stock owned directly by Clean Energies. As the stockholders of Clean Energies, Ruggero and Ermanno may each be deemed to beneficially own the shares owned by Clean Energies. Each of Ruggero and Ermanno disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein |
6. Represents shares of Common Stock owned directly by the Foundation. As the stockholders of the Foundation, Carla and Ermanno may each be deemed to beneficially own the shares owned by the Foundation. Each of Carla and Ermanno disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein |
7. Represents shares of Common Stock owned directly by Ruggero. |
8. Represents shares of Common Stock owned directly by Luisa |
9. Represents shares of Common Stock owned directly by Ermanno |
10. Represents shares of Common Stock beneficially held by Luisa through her related family members |
11. Represents shares of Preferred Stock owned directly by Global Alpha. As the members of Global Alpha, Ruggero and Carla may each be deemed to beneficially own the shares owned by Global Alpha. Each of Ruggero and Carla disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein. |
12. 37,500 shares underlying the option vest at the beginning of each quarter, beginning on the issuance date of June 24, 2012. |
13. None. |
14. Represents an option to purchase shares of Common Stock owned directly by Ruggero. |
15. 25,000 shares underlying the option vest at the beginning of each quarter, beginning on the issuance date of June 24, 2012. |
16. Represents an option to purchase shares of Common Stock owned directly by Carla. |
17. 25,000 shares underlying the option vest at the beginning of each quarter, beginning on the issuance date of June 24, 2012. |
18. Represents an option to purchase shares of Common Stock owned directly by Luisa. |
19. 37,500 shares underlying the option vest at the beginning of each quarter, beginning on the issuance date of June 24, 2012. |
20. Represents an option to purchase shares of Common Stock owned directly by Ermanno. |
HyFuels, Inc., By: /s/ Luisa Ingargiola, as Attorney In Fact for Dr. Ruggero Maria Santilli, President | 08/23/2012 | |
Global Alpha, LLC, By: /s/ Luisa Ingargiola, as Attorney In Fact for Dr. Ruggero Maria Santilli, Managing Member | 08/23/2012 | |
Global Beta, LLC, By: /s/ Luisa Ingargiola, as Attorney In Fact for Dr. Ruggero Maria Santilli, Managing Member | 08/23/2012 | |
Clean Energies Tech Corp., By: /s/ Luisa Ingargiola, as Attorney In Fact for Dr. Ruggero Maria Santilli, President | 08/23/2012 | |
RM Santilli Foundation, By: /s/ Luisa Ingargiola, as Attorney In Fact for ErmannoSantilli, President | 08/23/2012 | |
/s/ Luisa Ingargiola, as Attorney In Fact for Dr. Ruggero Maria Santilli | 08/23/2012 | |
/s/ Luisa Ingargiola, as Attorney In Fact for Carla Santilli | 08/23/2012 | |
/s/ Luisa Ingargiola, as Attorney In Fact for ErmannoSantilli | 08/23/2012 | |
/s/ Luisa Ingargiola, as Attorney In Fact for Luisa Ingargiola | 08/23/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |