SC 13G 1 v368590_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)

 

Michael G. Hanna, Jr.

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).
 

Michael G. Hanna, Jr.

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

3,707,922 (1)

6. Shared Voting Power

241,367 (2)

7. Sole Dispositive Power

3,707,922 (1)

8. Shared Dispositive Power

241,367 (2)

9. Aggregate Amount Beneficially Owned
by Each Reporting Person         3,949,289
 
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11. Percent of Class Represented by Amount in Row (9)

12.43%

12. Type of Reporting Person (See Instructions) IN
                         

(1)Consists of 3,507,922 shares of common stock and presently exercisable warrants to purchase 200,000 shares of common stock.

 

(2)Consists of 218,179 shares of common stock held jointly with Barbara Hanna, the reporting person’s wife and 23,188 shares of common stock 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:

 

Michael G. Hanna, Jr., Ph.D

 

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

 

The address for the principal business officer of Michael G. Hanna, Jr., Ph.D. is:

 

c/o Vaccinogen, Inc.

5300 Westview Drive, Suite 406

Frederick, MD 21703

 

Item 2(c)Citizenship:

 

Michael G. Hanna, Jr., Ph.D. – 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: 3,949,289

 

(b)Percent of class: 12.43%

 

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

 

(i)Sole power to vote or direct the vote: 3,707,922 shares (1)

 

(ii)Shared power to vote or direct the vote; 241,367 shares (2)

 

(iii)Sole power to dispose of or direct the disposition of: 3,707,922 shares (1)

 

(iv)Shared power to dispose or direct the disposition of: 241,367 shares (2)

 

(1) Consists of 3,507,922 shares of common stock and presently exercisable warrants to purchase 200,000 shares of common stock.

 

(2) Consists of 218,179 shares of common stock held jointly with Barbara Hanna, the reporting person’s wife and 23,188 shares of common stock 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/ Michael G. Hanna, Jr Ph.D.
 

Michael G. Hanna, Jr Ph.D.