0001615774-17-003494.txt : 20170706 0001615774-17-003494.hdr.sgml : 20170706 20170705180515 ACCESSION NUMBER: 0001615774-17-003494 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170706 DATE AS OF CHANGE: 20170705 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ipsidy Inc. CENTRAL INDEX KEY: 0001534154 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89086 FILM NUMBER: 17949644 BUSINESS ADDRESS: STREET 1: 780 LONG BEACH BLVD. CITY: LONG BEACH STATE: NY ZIP: 11561 BUSINESS PHONE: (407) 951-8640 MAIL ADDRESS: STREET 1: 780 LONG BEACH BLVD. CITY: LONG BEACH STATE: NY ZIP: 11561 FORMER COMPANY: FORMER CONFORMED NAME: ID Global Solutions Corp DATE OF NAME CHANGE: 20141014 FORMER COMPANY: FORMER CONFORMED NAME: IIM Global Corp DATE OF NAME CHANGE: 20130107 FORMER COMPANY: FORMER CONFORMED NAME: Silverwood Acquisition Corp DATE OF NAME CHANGE: 20111102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Greene Richard Mark CENTRAL INDEX KEY: 0001710754 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 15 MELVILLE LANE CITY: GREAT NECK STATE: NY ZIP: 11023 SC 13G 1 s106749_sc13g.htm SC 13G

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

 


IPSIDY INC.

 (Name of Issuer)

 

 

 

Common Stock, $0.0001 par value per share 

(Title of Class of Securities)

 

46264C 107

(CUSIP Number)

 

March 31, 2017 

(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

a. ☐  Rule 13d-1(b)

 

b. ☒  Rule 13d-1(c)

 

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).

  

Page 1 of 6

 

     

CUSIP No. 46264C 107

   
             
  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only) 

 

Richard Greene

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   ☐        (b)   ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    USA

Number of 

Shares

Beneficially 

Owned by

Each 

Reporting

Person 

With:

  5.   

Sole Voting Power

 

    25,658,855 (1)

    6.  

Shared Voting Power

 

  0

    7.  

Sole Dispositive Power

 

    25,658,855 (1) 

    8.  

Shared Dispositive Power

 

    0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     25,658,855 (1)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

    7.4% (1) 

12.  

Type of Reporting Person (See Instructions)

 

    IN

 

(1)  

Includes (i) 5,664,110 shares of common stock held directly by Mr. Greene, (ii) 6,599,872 shares of common stock held by the Trust FBO Emily Greene (the “Emily Trust”), (iii) 6,599,872 shares of common stock held by the Trust FBO Victoria Greene (the “Victoria Trust”), (iv) 2,500,000 shares of common stock held by Fifth Melville LLC, (v) a common stock purchase warrant held by Mr. Greene to acquire 1,041,667 shares of common stock at $0.10 per share issued on December 23, 2015 exercisable for a period of five years, (vi) a common stock purchase warrant held by the Emily Trust to acquire 550,000 shares of common stock at $0.10 per share issued on July 29, 2015 exercisable for a period of five years, (vii) a common stock purchase warrant held by the Victoria Trust to acquire 550,000 shares of common stock at $0.10 per share issued on July 29, 2015 exercisable for a period of five years, (viii) a common stock purchase warrant held by the Emily Trust to acquire 1,076,667 shares of common stock at $0.10 per share issued on September 3, 2015 exercisable for a period of five years, and (ix) a common stock purchase warrant held by the Victoria Trust to acquire 1,076,667 shares of common stock at $0.10 per share issued on September 3, 2015 exercisable for a period of five years. Mr. Greene serves as the trustee for the Victoria Trust and the Emily Trust. Mr. Greene serves as the manager of Fifth Melville LLC. Percentage of class calculated based on an aggregate of 343,809,534 shares issued and outstanding.

 

Page 2 of 6

 

                         
Item 1.   (a)   Name of Issuer        
           
        Ipsidy Inc. (the “ Issuer ”)        
           
    (b)   Address of Issuer’s Principal Executive Offices        
           
       

780 Long Beach Blvd. 

Long Beach, New York 11561

       
           
Item 2.   (a)  

Name of Person Filing

 

Richard Greene

       
           
    (b)  

Address of Principal Business Office or, if none, Residence

 

15 Melville Lane 

Great Neck, NY 11023

       
           
    (c)   Citizenship        
       
        USA  
           
    (d)   Title of Class of Securities        
           
        Common stock, $0.0001 par value per share, of the Issuer (the “Common Stock ”) and Common Stock Purchase Warrants to acquire Common Stock.
           
    (e)   CUSIP Number        
           
        46264C 107        
     
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:  
         
        Not applicable.    
       
Item 4.   Ownership.    
             

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

    (a) Amount beneficially owned: 25,658,855 (1)

 

    (b) Percent of class: 7.4% (1)

 

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

 

    (i)  Sole power to vote or to direct the vote: 25,658,855 (1)

 

    (ii) Shared power to vote or to direct the vote: 0

 

    (iii) Sole power to dispose or to direct the disposition of: 25,658,855 (1)

 

    (iv) Shared power to dispose or to direct the disposition of: 0

 

(1) Includes (i) 5,664,110 shares of common stock held directly by Mr. Greene, (ii) 6,599,872 shares of common stock held by the Trust FBO Emily Greene (the “Emily Trust”), (iii) 6,599,872 shares of common stock held by the Trust FBO Victoria Greene (the “Victoria Trust”), (iv) 2,500,000 shares of common stock held by Fifth Melville LLC, (v) a common stock purchase warrant held by Mr. Greene to acquire 1,041,667 shares of common stock at $0.10 per share issued on December 23, 2015 exercisable for a period of five years, (vi) a common stock purchase warrant held by the Emily Trust to acquire 550,000 shares of common stock at $0.10 per share issued on July 29, 2015 exercisable for a period of five years, (vii) a common stock purchase warrant held by the Victoria Trust to acquire 550,000 shares of common stock at $0.10 per share issued on July 29, 2015 exercisable for a period of five years, (viii) a common stock purchase warrant held by the Emily Trust to acquire 1,076,667 shares of common stock at $0.10 per share issued on September 3, 2015 exercisable for a period of five years, and (ix) a common stock purchase warrant held by the Victoria Trust to acquire 1,076,667 shares of common stock at $0.10 per share issued on September 3, 2015 exercisable for a period of five years. Mr. Greene serves as the trustee for the Victoria Trust and the Emily Trust. Mr. Greene serves as the manager of Fifth Melville LLC. Percentage of class calculated based on an aggregate of 343,809,534 shares issued and outstanding.

  

Page 3 of 6

 

     
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. 

   

 

Page 4 of 6

 

Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
   
    Not applicable.
   
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.

 

Page 5 of 6

 

 

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.

       
Date: July 5, 2017   /s/  Richard Greene  
    Richard Greene  

  

Page 6 of 6