0001144204-14-009293.txt : 20140214 0001144204-14-009293.hdr.sgml : 20140214 20140214120753 ACCESSION NUMBER: 0001144204-14-009293 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VACCINOGEN INC CENTRAL INDEX KEY: 0001453001 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87974 FILM NUMBER: 14613166 BUSINESS ADDRESS: STREET 1: 5300 WESTVIEW DRIVE STREET 2: SUITE 406 CITY: FREDERICK STATE: MD ZIP: 21703 BUSINESS PHONE: 301-668-8400 MAIL ADDRESS: STREET 1: 5300 WESTVIEW DRIVE STREET 2: SUITE 406 CITY: FREDERICK STATE: MD ZIP: 21703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cohen Alan CENTRAL INDEX KEY: 0001558866 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 10 REUTEN DRIVE CITY: CLOSTER STATE: NJ ZIP: 07624 SC 13G 1 v368589_sc13g.htm FORM SC 13G

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. ______)*

Vaccinogen, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)

 

918641101

(CUSIP Number)

 

Alan Cohen

c/o Vaccinogen, Inc.

5300 Westview Drive, Suite 406

Frederick, MD 21703

Telephone: (301) 668-8400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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)

 

¨Rule 13d-1(c)

 

xRule 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).

 

 
 

CUSIP No. 918641101

 

 

1. Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).
 

Alan Cohen

2. Check the Appropriate Box if a Member of a Group
 

(a) ¨

(b) ¨

3. SEC Use Only
4. Citizenship or Place of Organization  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5. Sole Voting Power

781,781 (1) 

6. Shared Voting Power

1,729,581 (2)

7. Sole Dispositive Power

781,781 (1)

8. Shared Dispositive Power

1,729,581 (2)

9. Aggregate Amount Beneficially Owned
by Each Reporting Person        2,511,362		  
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11. Percent of Class Represented by Amount in Row (9)

7.95%

12. Type of Reporting Person (See Instructions) IN
                         

(1)Consists of 774,509 shares of common stock held of record by Mr. Cohen and 7,272 shares of common stock under restricted stock grants.

 

(2)Consists of 1,729,581 shares of common stock held of record by Intracel Holdings Corporation in respect of the reporting person’s indirect ownership of Intracel Holdings Corporation

 

 
 

 

Item 1(a)Name of Issuer:

 

Vaccinogen, Inc.

 

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

 

5300 Westview Drive, Suite 406, Frederick, MD 21703

 

Item 2(a)Name of Person Filing:

 

Alan Cohen

 

Item 2(b)Address of Principal Business Office or, if none, Residence:

 

The address for the principal business office of Alan Cohen. is:

 

c/o Vaccinogen, Inc.

5300 Westview Drive, Suite 406

Frederick, MD 21703

 

Item 2(c)Citizenship:

 

Alan Cohen – United States

 

Item 2(d)Title of Class of Securities:

 

Common Stock, par value $0.0001 per share

 

Item 2(e)CUSIP No.:

 

918641101

 

Item 3If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

The statement is not filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c).

 

 
 

 

Item 4Ownership:

 

(a)Amount beneficially owned: 2,511,362

 

(b)Percent of class: 7.95%

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or direct the vote: 781,781 shares (1)

 

(ii)Shared power to vote or direct the vote; 1,729,581 shares (2)

 

(iii)Sole power to dispose of or direct the disposition of: 781,781 shares (1)

 

(iv)Shared power to dispose or direct the disposition of: 1,729,581 shares (2)

 

(1)Consists of 774,509 shares of common stock held of record by Mr. Cohen and 7,272 shares of common stock under restricted stock grants.

 

(2)Consists of 1,729,581 shares of common stock held of record by Intracel Holdings Corporation in respect of the reporting person’s indirect ownership of Intracel Holdings Corporation

 

Item 5. Ownership of Five Percent of Less of a Class:

 

Not applicable.

 

Item 6Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable.

 

Item 7Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 

Not applicable.

 

Item 8Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9 Notice of Dissolution of Group:

 

Not applicable.

 

Item 10Certifications:

 

Not applicable.

 

 
 

 

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.

 

February 14, 2014  
   
  By: /s/ Alan Cohen
  Alan Cohen