0001171520-15-000052.txt : 20150126 0001171520-15-000052.hdr.sgml : 20150126 20150126135352 ACCESSION NUMBER: 0001171520-15-000052 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150126 DATE AS OF CHANGE: 20150126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN GROUP, INC. CENTRAL INDEX KEY: 0001487198 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 271933597 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87012 FILM NUMBER: 15547931 BUSINESS ADDRESS: STREET 1: 720 SOUTH COLORADO BOULEVARD STREET 2: SUITE 1150N CITY: DENVER STATE: CO ZIP: 80246 BUSINESS PHONE: 646-450-1843 MAIL ADDRESS: STREET 1: 720 SOUTH COLORADO BOULEVARD STREET 2: SUITE 1150N CITY: DENVER STATE: CO ZIP: 80246 FORMER COMPANY: FORMER CONFORMED NAME: Elite Nutritional Brands, Inc. DATE OF NAME CHANGE: 20111011 FORMER COMPANY: FORMER CONFORMED NAME: Hidden Ladder, Inc. DATE OF NAME CHANGE: 20100315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOPERMAN LEON G CENTRAL INDEX KEY: 0000898382 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 11431 W. PALMETTO PARK ROAD CITY: BOCA RATON STATE: FL ZIP: 33428 SC 13G/A 1 eps6039.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3 )*

 

Aspen Group, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
04530L104
(CUSIP Number)
 
December 31, 2014
(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)
     
  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). 

 

 

 

 
 
CUSIP No. 04530L 104   Page 2 of 4

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

LEON G. COOPERMAN

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States
NUMBER OF
SHARES
5 SOLE VOTING POWER

11,238,939 (1)

 

BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER -0-
EACH
REPORTING
7 SOLE DISPOSITIVE POWER

11,238,939 (1)

 

PERSON
WITH:
8 SHARED DISPOSITIVE POWER -0-

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,238,939 (1) (2)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 9.99% (2)

 

12

 

TYPE OF REPORTING PERSON

 

IN
         

 

(1) Does not include additional shares of common stock issuable upon the exercise of warrants which contain a blocker provision under which the reporting person can only exercise his warrants to a point where he would beneficially own a maximum of 9.99% of the issuer’s outstanding shares (the “Blocker”). Subject to the terms of the Blocker the reporting person has the immediate right to purchase an additional 4,000,000 shares. The reporting person owns directly 8,000,000 shares.
(2) If not for the Blocker, the reporting person would own in excess of 9.99% of the Issuer’s outstanding shares of common stock.  based upon 112,501,897 shares outstanding as of December 1, 2014.
 
 

 

CUSIP No

04530L 104 

  Page 3 of 4

 

BACKGROUND   The Schedule 13G/A filed on January 23, 2015 inadvertently overlooked that Mr. Cooperman owned 4,000,000 Warrants convertible into the Issuer's Common Stock, and the purpose of this Amendment is to correct that mistake.
     
Item 1(a).   Name of Issuer:
     
    Aspen Group, Inc.
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    720 South Colorado Boulevard, Suite 1150N, Denver, CO 80246
     
Item 2(a).   Name of Person Filing:
     
    Leon G. Cooperman
     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
     
    11431 W. Palmetto Park Road, Boca Raton, FL 33428
     
     
Item 2(c).   Citizenship:
     
    United States
     
Item 2(d).   Title of Class of Securities:
     
    Common Stock (the “Shares”)
     
Item 2(e).   CUSIP Number:
     
     04530L 104
     
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c).
   
  This Item 3 is inapplicable.

 

 
 

 

CUSIP No 04530L 104   Page 4 of 4

 

Item 4.

Ownership.

 

See Item 5 through 9 and 11 of cover page. The amount beneficially owned includes, where appropriate, securities not outstanding, which are subject to options, warrants, rights or conversion privileges that are exercisable within 60 days of this filing.

   

 

Item 5. Ownership of Five Percent or Less of a Class.
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  This Item 6 is inapplicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  This Item 7 is inapplicable.
   
Item 8. Identification and Classification of Members of the Group.
   
  This Item 8 is inapplicable.
   
Item 9. Notice of Dissolution of Group.
   
  This Item 9 is inapplicable.
   
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.

 

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.

 

Date: January 26, 2015 as of December 31, 2014
     
Signature: /s/ Alan M. Stark  
Name: Alan M. Stark  
Title: Attorney In Fact
Duly authorized under POA effective as of March 1,2013 and filed on May 20, 2013