0001415889-14-000636.txt : 20140218 0001415889-14-000636.hdr.sgml : 20140217 20140218172935 ACCESSION NUMBER: 0001415889-14-000636 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140218 DATE AS OF CHANGE: 20140218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOWPOINT, INC. CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 770312442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47565 FILM NUMBER: 14623152 BUSINESS ADDRESS: STREET 1: 430 MOUNTAIN AVENUE STREET 2: SUITE 301 CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9738553411 MAIL ADDRESS: STREET 1: 430 MOUNTAIN AVENUE STREET 2: SUITE 301 CITY: MURRAY HILL STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: GLOWPOINT INC DATE OF NAME CHANGE: 20031112 FORMER COMPANY: FORMER CONFORMED NAME: WIRE ONE TECHNOLOGIES INC DATE OF NAME CHANGE: 20000606 FORMER COMPANY: FORMER CONFORMED NAME: VIEW TECH INC DATE OF NAME CHANGE: 19950418 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADELMAN JASON T CENTRAL INDEX KEY: 0001247604 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 900 PARK AVENUE STREET 2: APARTMENT 15A CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G/A 1 adelman_sg13gafeb182014.htm adelman_sg13gafeb182014.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

Amendment No. 3*

Glowpoint, Inc.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

379887201
(CUSIP Number)

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)
[ 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 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, as amended (“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).



EXPLANATORY NOTE

This Amendment No. 3 to Schedule 13G is filed both as an amendment to the Reporting Person’s original Schedule 13G, filed May 27, 2011 (the “Original Filing”) and to replace the Schedule 13G filed February 18, 2014 (the “2014 Filing”) in its entirety. Due to a technical error, the 2014 Filing was filed as an original Schedule 13G, rather than as an amendment to the Original Filing.  The 2014 Filing does not report a new position acquired by the Reporting Person.


 
 
 

CUSIP No. 379887201
(1)
  Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)
  Jason T. Adelman
(2)
  Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
 
(3)
SEC Use Only
(4)
  Citizenship or P lace of Organization
 
New York
 
 
 
Number of Shares Beneficially Owned by Each Reporting Person With
(5)
  Sole Voting Power
 
0
(6)
  Shared Voting Power
 
2,725,750
(7)
  Sole Dispositive Power
 
0
(8)
  Shared Dispositive Power
 
2,725,750
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,725,750
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [  ]
 
(See Instructions)
(11)
Percent of Class Represented by Amount in Row (9)
 
7.8%
(12)
Type of Reporting Person (See Instructions)
 
IN


 
 
 


Item 1.

(a)           Name of Issuer

Glowpoint, Inc.

(b)           Address of Issuer's Principal Executive Offices

1776 Lincoln Avenue, Suite 1300
Denver, Colorado, 80203

Item 2.

(a)           Name of Person Filing

Jason T. Adelman

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

Cipher Capital Partners LLC
c/o Rothschild
1251 Avenue of the Americas, Suite 936
New York, NY 10020

(c)           Citizenship

New York

(d)           Title of Class of Securities

Common Stock, par value $0.001 per share

(e)           CUSIP Number

379887201

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.
 
(a)   Amount beneficially owned:

Mr. Adelman beneficially owns 2,725,750 shares in joint tenancy, with a right of survivorship, with Mr. Adelman's spouse, Cass G. Adelman. Of the total number of shares beneficially owned, 375,750 shares are held in trusts for Mr. Adelman's minor children. Mr. Adelman's spouse is the custodian of the trusts.

(b)   Percent of class:
7.8%. Based upon shares of the Issuer's common stock outstanding on December 31, 2013 as reported by Glowpoint, Inc. in the Prospectus filed with the Securities and Exchange Commission on November 14, 2013.

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

(i)           Sole power to vote or to direct the vote

0

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

2,725,750

(iii)         Sole power to dispose or to direct the disposition of

0

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

2,725,750

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.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N/A

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certifications.

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.

 
 
 



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: February 18, 2014
By: 
/s/ Jason T. Adelman
  
   
Jason T. Adelman