bmra_sc13ga.htm

0001477932-17-000094.txt : 20170106 0001477932-17-000094.hdr.sgml : 20170106 20170106172842 ACCESSION NUMBER: 0001477932-17-000094 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170106 DATE AS OF CHANGE: 20170106 GROUP MEMBERS: ALAN GELBAND CO DEFINED CONTRIBUTION PENSION PLAN & TRUST GROUP MEMBERS: ALAN GELBAND ROTH IRA GROUP MEMBERS: ALDEN FOUNDATION GROUP MEMBERS: DENISE DESHANE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOMERICA INC CENTRAL INDEX KEY: 0000073290 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 952645573 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47729 FILM NUMBER: 17515220 BUSINESS ADDRESS: STREET 1: 17571 VON KARMAN AVENUE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9496452111 MAIL ADDRESS: STREET 1: 17571 VON KARMAN AVENUE CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: NMS PHARMACEUTICALS INC DATE OF NAME CHANGE: 19871130 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR MEDICAL SYSTEMS INC DATE OF NAME CHANGE: 19830216 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR INSTRUMENTS INC DATE OF NAME CHANGE: 19720508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GELBAND ALAN CENTRAL INDEX KEY: 0000908361 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: 750 THIRD AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 bmra_sc13ga.htm SC 13G/A bmra_sc13ga.htm

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

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

BIOMERICA, INC.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

09061H307
(CUSIP Number)

ALAN GELBAND
750 Third Avenue
New York, NY 10007
(212) 688-2808
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

12/31/2016
(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)
x 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 disclosures provided in a prior cover page.

The information required on 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. 09061H307
13G/A

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Alan Gelband
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o
(b) x
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

250,200
6.
SHARED VOTING POWER

0
7.
SOLE DISPOSITIVE POWER

250,200
8.
SHARED DISPOSITIVE POWER

0

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

250,200
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.06%
12.
TYPE OF REPORTING PERSON (see instructions)

IN

CUSIP No. 09061H307
13G/A

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

The Alan Gelband Company Defined Contribution Pension Plan and Trust
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o
(b) x
3.
SEC USE ONLY

4.
CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER

196,049
6.
SHARED VOTING POWER

0
7.
SOLE DISPOSITIVE POWER

196,049
8.
SHARED DISPOSITIVE POWER

0

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

196,049
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.40%
12.
TYPE OF REPORTING PERSON (see instructions)

EP

CUSIP No. 09061H307
13G/A

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Alan Gelband Roth IRA
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o
(b) x
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

99,100
6.
SHARED VOTING POWER

0
7.
SOLE DISPOSITIVE POWER

99,100
8.
SHARED DISPOSITIVE POWER

0

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

99,100
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.21%
12.
TYPE OF REPORTING PERSON (see instructions)

EP

CUSIP No. 09061H307
13G/A

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

The Alden Foundation
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o
(b) x
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

20,000
6.
SHARED VOTING POWER

0
7.
SOLE DISPOSITIVE POWER

20,000
8.
SHARED DISPOSITIVE POWER

0

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.24%
12.
TYPE OF REPORTING PERSON (see instructions)

OO

CUSIP No. 09061H307
13G/A

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Denise DeShane
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o
(b) x
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

2,200
6.
SHARED VOTING POWER

0
7.
SOLE DISPOSITIVE POWER

2,200
8.
SHARED DISPOSITIVE POWER

0

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,200
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.03%
12.
TYPE OF REPORTING PERSON (see instructions)

IN

CUSIP No. 09061H307
13G/A

Item 1.

(a)
Name of Issuer
BIOMERICA, INC.

(b)
Address of Issuer’s Principal Executive Offices
17571 Von Karman Avenue, Irvine, CA 92614

Item 2.

(a)
Name of Person Filing
This Schedule 13G/A is filed on behalf of a group comprised of (1) Alan Gelband, (2) The Alan Gelband Defined Contribution Pension Plan and Trust, (3) Alan Gelband Roth IRA, (4) The Alden Foundation, and (5) Denise DeShane (collectively, the “Reporting Person”).

(b)
Address of the Principal Office or, if none, residence
750 Third Avenue
New York, NY 10007

(c)
Citizenship
Alan Gelband is a United States citizen. The Alan Gelband Defined Contribution Pension Plan and Trust is a trust governed under the laws of the State of Florida. Alan Gelband Roth IRA is an investment retirement account governed by the laws of the USA. The Alden Foundation is a foundation governed by the laws of the USA. Denise DeShane is a United States citizen.

Title of Class of Securities
Common Stock

(e)
CUSIP Number
09061H307

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)
¨
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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:
Alan Gelband – 250,200
The Alan Gelband Company Defined Contribution Pension Plan and Trust – 196,049
Alan Gelband Roth IRA – 99,100
The Alden Foundation – 20,000
Denise DeShane – 2,200

(b)

Percent of class:
Alan Gelband – 3.06%
The Alan Gelband Company Defined Contribution Pension Plan and Trust – 2.40%
Alan Gelband Roth IRA – 1.21%
The Alden Foundation – 0.24%
Denise DeShane – 0.03%

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

(i)

Sole power to vote or to direct the vote:
Alan Gelband – 250,200
The Alan Gelband Company Defined Contribution Pension Plan and Trust – 196,049
Alan Gelband Roth IRA – 99,100
The Alden Foundation – 20,000
Denise DeShane – 2,200

(ii)
Shared power to vote or to direct the vote
Alan Gelband – 0
The Alan Gelband Company Defined Contribution Pension Plan and Trust – 0
Alan Gelband Roth IRA – 0
The Alden Foundation – 0
Denise DeShane – 0

(iii)
Sole power to dispose or to direct the disposition of.
Alan Gelband – 250,200
The Alan Gelband Company Defined Contribution Pension Plan and Trust – 196,049
Alan Gelband Roth IRA – 99,100
The Alden Foundation – 20,000
Denise DeShane – 2,200

(iv)
Shared power to dispose or to direct the disposition of.
Alan Gelband – 0
The Alan Gelband Company Defined Contribution Pension Plan and Trust – 0
Alan Gelband Roth IRA – 0
The Alden Foundation – 0
Denise DeShane – 0

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.

Not applicable.

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.

CUSIP No. 09061H307
13G/A

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.

January 6, 2017
January 6, 2017

Date
Date

THE ALAN GELBAND DEFINED CONTRIBUTION
PENSION PLAN AND TRUST

/s/ Alan Gelband
By:
/s/ Alan Gelband

ALAN GELBAND
Name:
Alan Gelband

Title:
Trustee

January 6, 2017
January 6, 2017

Date
Date

ALAN GELBAND ROTH IRA
THE ALDEN FOUNDATION

By:
/s/ Alan Gelband
By:
/s/ Alan Gelband

Name:
Alan Gelband
Name:
Alan Gelband

Title:
Trustee
Title:
Principal

January 6, 2017

Date

/s/ Denise DeShane

DENISE DESHANE

EXHIBIT A

AGREEMENT

Each of the undersigned hereby consents and agrees to this joint filing of the Schedule 13G/A for the Common Stock, par value $0.08 pre share of Biomerica, Inc.

_____________________
_____________________

Date
Date

THE ALAN GELBAND DEFINED CONTRIBUTION
PENSION PLAN AND TRUST

/s/ Alan Gelband
By:
/s/ Alan Gelband

ALAN GELBAND
Name:
Alan Gelband

Title:
Trustee

_____________________
_____________________

Date
Date

ALAN GELBAND ROTH IRA
THE ALDEN FOUNDATION

By:
/s/ Alan Gelband
By:
/s/ Alan Gelband

Name:
Alan Gelband
Name:
Alan Gelband

Title:
Trustee
Title:
Principal

_____________________

Date

/s/ Denise DeShane

DENISE DESHANE

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alan Gelband
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x
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 250,200
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER 250,200
	8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,200
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.06%
12.	TYPE OF REPORTING PERSON (see instructions) IN

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 196,049
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER 196,049
	8.	SHARED DISPOSITIVE POWER 0

	(a)	Name of Issuer BIOMERICA, INC.

	(b)	Address of Issuer’s Principal Executive Offices 17571 Von Karman Avenue, Irvine, CA 92614

	(a)	Name of Person Filing This Schedule 13G/A is filed on behalf of a group comprised of (1) Alan Gelband, (2) The Alan Gelband Defined Contribution Pension Plan and Trust, (3) Alan Gelband Roth IRA, (4) The Alden Foundation, and (5) Denise DeShane (collectively, the “Reporting Person”).

	(b)	Address of the Principal Office or, if none, residence 750 Third Avenue New York, NY 10007

	(c)	Citizenship Alan Gelband is a United States citizen. The Alan Gelband Defined Contribution Pension Plan and Trust is a trust governed under the laws of the State of Florida. Alan Gelband Roth IRA is an investment retirement account governed by the laws of the USA. The Alden Foundation is a foundation governed by the laws of the USA. Denise DeShane is a United States citizen.

		Title of Class of Securities Common Stock

	(e)	CUSIP Number 09061H307

(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)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

(a)	Amount beneficially owned: Alan Gelband – 250,200 The Alan Gelband Company Defined Contribution Pension Plan and Trust – 196,049 Alan Gelband Roth IRA – 99,100 The Alden Foundation – 20,000 Denise DeShane – 2,200

(b)	Percent of class: Alan Gelband – 3.06% The Alan Gelband Company Defined Contribution Pension Plan and Trust – 2.40% Alan Gelband Roth IRA – 1.21% The Alden Foundation – 0.24% Denise DeShane – 0.03%

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

	(i)	Sole power to vote or to direct the vote: Alan Gelband – 250,200 The Alan Gelband Company Defined Contribution Pension Plan and Trust – 196,049 Alan Gelband Roth IRA – 99,100 The Alden Foundation – 20,000 Denise DeShane – 2,200

	(ii)	Shared power to vote or to direct the vote
		Alan Gelband – 0 The Alan Gelband Company Defined Contribution Pension Plan and Trust – 0 Alan Gelband Roth IRA – 0 The Alden Foundation – 0 Denise DeShane – 0

	(iii)	Sole power to dispose or to direct the disposition of.
		Alan Gelband – 250,200 The Alan Gelband Company Defined Contribution Pension Plan and Trust – 196,049 Alan Gelband Roth IRA – 99,100 The Alden Foundation – 20,000 Denise DeShane – 2,200

	(iv)	Shared power to dispose or to direct the disposition of.
		Alan Gelband – 0 The Alan Gelband Company Defined Contribution Pension Plan and Trust – 0 Alan Gelband Roth IRA – 0 The Alden Foundation – 0 Denise DeShane – 0

January 6, 2017		January 6, 2017
Date		Date

		THE ALAN GELBAND DEFINED CONTRIBUTION PENSION PLAN AND TRUST

	/s/ Alan Gelband	By:	/s/ Alan Gelband
	ALAN GELBAND	Name:	Alan Gelband
		Title:	Trustee

January 6, 2017		January 6, 2017
Date		Date

ALAN GELBAND ROTH IRA		THE ALDEN FOUNDATION

By:	/s/ Alan Gelband	By:	/s/ Alan Gelband
Name:	Alan Gelband	Name:	Alan Gelband
Title:	Trustee	Title:	Principal

January 6, 2017
Date

	/s/ Denise DeShane
	DENISE DESHANE

_____________________		_____________________
Date		Date
		THE ALAN GELBAND DEFINED CONTRIBUTION PENSION PLAN AND TRUST

	/s/ Alan Gelband	By:	/s/ Alan Gelband
	ALAN GELBAND	Name:	Alan Gelband
		Title:	Trustee

_____________________		_____________________
Date		Date
ALAN GELBAND ROTH IRA		THE ALDEN FOUNDATION

By:	/s/ Alan Gelband	By:	/s/ Alan Gelband
Name:	Alan Gelband	Name:	Alan Gelband
Title:	Trustee	Title:	Principal

_____________________
Date

	/s/ Denise DeShane
	DENISE DESHANE