SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2.
(Amendment No. 3)*
MSGI Security Solutions, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
553570102
(CUSIP Number)
December 31, 2011
(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)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 553570102 |
13G |
Page 2 of 9 pages |
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(1) |
Names of Reporting Persons |
ENABLE GLOBAL CAPITAL, LLC (FKA ENABLE CAPITAL MANAGEMENT, LLC) | ||||
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(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) £ (b) £ | ||||
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(3) |
SEC Use Only | |||||
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(4) |
Citizenship or Place of Organization |
Delaware | ||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) |
Sole Voting Power |
10,486,384 | |||
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(6) |
Shared Voting Power |
0 | ||||
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(7) |
Sole Dispositive Power |
10,486,384 | ||||
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(8) |
Shared Dispositive Power |
0 | ||||
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
10,486,384 | ||||
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(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) (Excludes certain shares issuable upon conversion of the convertible notes referenced in Item 4, which are subject to a 9.99% blocker provision.)* |
ý | ||||
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(11) |
Percent of Class Represented by Amount in Row (9) |
9.99%* | ||||
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(12) |
Type of Reporting Person (See Instructions) |
OO | ||||
*See Item 4 of this Schedule.
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CUSIP No. 553570102 |
13G |
Page 3 of 9 pages |
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(1) |
Names of Reporting Persons |
ENABLE GROWTH PARTNERS, L.P. | ||||
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(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) £ (b) £ | ||||
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(3) |
SEC Use Only | |||||
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(4) |
Citizenship or Place of Organization |
Delaware | ||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) |
Sole Voting Power |
0 | |||
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(6) |
Shared Voting Power |
9,553,548 | ||||
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(7) |
Sole Dispositive Power |
0 | ||||
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(8) |
Shared Dispositive Power |
9,553,548 | ||||
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
9,553,548 | ||||
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(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) (Excludes certain shares issuable upon conversion of the convertible notes referenced in Item 4, which are subject to a 9.99% blocker provision.)* |
ý | ||||
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(11) |
Percent of Class Represented by Amount in Row (9) |
9.1%* | ||||
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(12) |
Type of Reporting Person (See Instructions) |
PN | ||||
*See Item 4 of this Schedule.
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CUSIP No. 553570102 |
13G |
Page 4 of 9 pages |
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(1) |
Names of Reporting Persons |
MITCHELL S. LEVINE | ||||
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(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) £ (b) £ | ||||
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(3) |
SEC Use Only | |||||
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(4) |
Citizenship or Place of Organization |
United States | ||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) |
Sole Voting Power |
10,486,384 | |||
|
(6) |
Shared Voting Power |
0 | ||||
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(7) |
Sole Dispositive Power |
10,486,384 | ||||
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(8) |
Shared Dispositive Power |
0 | ||||
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
10,486,384 | ||||
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(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) (Excludes certain shares issuable upon conversion of the convertible notes referenced in Item 4, which are subject to a 9.99% blocker provision.)* |
ý | ||||
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(11) |
Percent of Class Represented by Amount in Row (9) |
9.99%* | ||||
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(12) |
Type of Reporting Person (See Instructions) |
IN | ||||
*See Item 4 of this Schedule.
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CUSIP No. 553570102 |
13G |
Page 5 of 9 pages |
Item 1(a). Name of Issuer:
MSGI Security Solutions, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
575 Madison Avenue
New York, NY 10022
Item 2(a). Names of Persons Filing:
Enable Global Capital, LLC (fka Enable Capital Management, LLC) (“EGC”)
Enable Growth Partners, L.P. (“EGP”)
Mitchell S. Levine
Item 2(b). Address of Principal Business Office or, if none, Residence:
The business office of each reporting person is:
One Ferry Building, Suite 255
San Francisco, CA 94111
Item 2(c). Citizenship:
Reference is made to Item 4 of pages 2, 3 and 4 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value per share
Item 2(e). CUSIP Number:
553570102
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CUSIP No. 553570102 |
13G |
Page 6 of 9 pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
¨ (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
¨ (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
¨ (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
¨ (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
¨ (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
¨ (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
¨ (g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
¨ (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
¨ (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
¨ (j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
¨ (k) Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution on accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not applicable.
________________
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of pages 2, 3 and 4 of this Schedule, which Items are incorporated by reference herein.
The securities to which this Schedule relates (the “Securities”) are owned by certain investment limited partnerships, including EGP, and other client accounts, for which EGC serves as general partner and/or investment manager. EGC, as EGP’s and those other investment limited partnerships’ and client accounts’ general partner and/or investment manager, and Mitchell S. Levine, as managing member and majority owner of EGC, may therefore be deemed to beneficially own the Securities owned by EGP and such other investment limited partnerships and client accounts for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.
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CUSIP No. 553570102 |
13G |
Page 7 of 9 pages |
The number of shares that may be deemed beneficially owned and the percentage of outstanding shares represented thereby for EGC, EGP and Mr. Levine, have been computed in accordance with Rule 13d-3 under the Act, and after giving effect to the Blocker Provisions (as defined below) in the convertible notes that may be deemed beneficially owned by EGC and Mr. Levine. The percentage of ownership in Item 11 of pages 2, 3 and 4 of this Schedule is based on the aggregate of (i) 96,790,285 shares of Common Stock outstanding as of February 11, 2011, as reported in the issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 22, 2011, and (ii) the number of shares of Common Stock issuable if EGC were to convert all of the convertible notes held by EGP and the other investment funds for which EGC serves as general partner and/or investment manager into shares of Common Stock, subject to the restrictions under the Blocker Provisions in such convertible notes, on a pro-rata basis.
The convertible notes convertible into shares of Common Stock contain a provision that prohibits the conversion thereof if after such conversion, the holder of the convertible notes and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Act would beneficially own more than 9.99% of the outstanding Common Stock (such provisions, the “Blocker Provisions”).
Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that EGC or Mr. Levine is, for any other purpose, the beneficial owner of any of the Securities, and each of EGC and Mr. Levine disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.
Under the definition of “beneficial ownership” in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.
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 on By the Parent Holding Company or Control Person.
Not applicable.
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CUSIP No. 553570102 |
13G |
Page 8 of 9 pages |
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
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.
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CUSIP No. 553570102 |
13G |
Page 9 of 9 pages |
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.
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Dated: February 14, 2012 |
ENABLE GLOBAL CAPITAL, LLC
By: /s/ Mitchell S. Levine Mitchell S. Levine Its Managing Member
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ENABLE GROWTH PARTNERS, L.P.
By: /s/ Mitchell S. Levine Mitchell S. Levine
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MITCHELL S. LEVINE
/s/ Mitchell S. Levine Mitchell S. Levine |
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.
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Dated: February 14, 2012 |
ENABLE GLOBAL CAPITAL, LLC
By: /s/ Mitchell S. Levine Mitchell S. Levine Its Managing Member
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ENABLE GROWTH PARTNERS, L.P.
By: /s/ Mitchell S. Levine Mitchell S. Levine
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MITCHELL S. LEVINE
/s/ Mitchell S. Levine Mitchell S. Levine |