INTELLICHECK, INC.
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(Name of Issuer)
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COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
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45817G201
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(CUSIP Number)
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DECEMBER 31, 2019
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(Date of Event Which Requires Filing of This Statement)
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☐ |
Rule 13d-1(b)
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☒ |
Rule 13d-1(c)
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☐ |
Rule 13d-1(d)
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CUSIP No. 45817G201
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Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
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Rawleigh Hazen Ralls, IV
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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820,751 (1)
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6
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SHARED VOTING POWER
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343,807
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7
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SOLE DISPOSITIVE POWER
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820,751 (1)
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8
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SHARED DISPOSITIVE POWER
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343,807
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,164,558 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.3% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 45817G201
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Page 3 of 5 Pages
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Item 1(a) |
Name of Issuer
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Item 1(b) |
Address of Issuer’s Principal Executive Offices
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Item 2(a) |
Name of Person Filing
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Item 2(b) |
Address of Principal Business Office or, if none, Residence
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Item 2(c) |
Citizenship
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Item 2(d) |
Title of Class of Securities
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Item 2(e) |
CUSIP Number
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Item 4 |
Ownership
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Beneficial
Ownership
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Percentage
of Class (1)
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Rawleigh Hazen Ralls, IV
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820,751(2)
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343,807(3)
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820,751(2)
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343,807(3)
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1,164,558(2)(3)
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7.3%
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(1) |
This percentage is calculated based upon 15,885,150 shares of the Issuer’s common stock outstanding as of November 13, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2019 (Commission
File No. 000-50296) filed with the Securities and Exchange Commission on November 13, 2019.
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(2) |
Includes 14,000 shares which Mr. Ralls has the right to acquire within sixty days of December 31, 2019 upon conversion of certain call options of the Issuer and 310,751 shares held by the Rawleigh Ralls Individual Retirement Account.
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(3) |
Includes 125,000 shares held directly by Kate Ralls, his spouse, 134,500 shares held by the Kate Ralls Individual Retirement Account and 84,307 shares held by Lacuna Venture Fund LLLP (“Lacuna Venture”). Lacuna Ventures GP LLLP
(“Lacuna Ventures GP”) is the general partner of Lacuna Venture. Lacuna, LLC is the sole general partner of Lacuna Ventures GP. Mr. Ralls is a managing director of Lacuna, LLC and may be deemed to have shared power to vote or direct the
vote of, and to dispose or direct the disposition of, the securities of the Issuer held by Lacuna Venture but disclaims beneficial ownership thereof except to the extent of his pecuniary interest therein.
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Item 5 |
Ownership of Five Percent or Less of a Class
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CUSIP No. 45817G201
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Page 4 of 5 Pages
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Item 6 |
Ownership of More than Five Percent of Another Person
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Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
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Item 8 |
Identification and Classification of Members of the Group
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Item 9 |
Notice of Dissolution of Group
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Item 10 |
Certification
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/s/ Rawleigh H. Ralls, IV
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Rawleigh H. Ralls, IV
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