0001181431-12-008492.txt : 20120214 0001181431-12-008492.hdr.sgml : 20120214 20120214134519 ACCESSION NUMBER: 0001181431-12-008492 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110214 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS GROUP HOLDINGS INC CENTRAL INDEX KEY: 0001128725 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 650963722 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2500 N. MILITARY TRAIL STREET 2: SUITE 275 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 561-988-1988 MAIL ADDRESS: STREET 1: 2500 N. MILITARY TRAIL STREET 2: SUITE 275 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: GENESIS REALTY GROUP INC DATE OF NAME CHANGE: 20011002 FORMER COMPANY: FORMER CONFORMED NAME: I REALTYAUCTION COM INC DATE OF NAME CHANGE: 20001121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32037 FILM NUMBER: 12607341 BUSINESS ADDRESS: STREET 1: 7 TIMES SQUARE TOWER STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-752-1356 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE TOWER STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOLEDANO UDI CENTRAL INDEX KEY: 0001025683 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32037 FILM NUMBER: 12607343 MAIL ADDRESS: STREET 1: ANDROMEDA ENTERPRISE INC STREET 2: 545 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YZT Management LLC CENTRAL INDEX KEY: 0001486761 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32037 FILM NUMBER: 12607345 BUSINESS ADDRESS: STREET 1: 100 EXECUTIVE DRIVE STREET 2: SUITE 330 CITY: WEST ORANGE STATE: NJ ZIP: 07052 BUSINESS PHONE: (973) 736-0680 MAIL ADDRESS: STREET 1: 100 EXECUTIVE DRIVE STREET 2: SUITE 330 CITY: WEST ORANGE STATE: NJ ZIP: 07052 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UTA Capital LLC CENTRAL INDEX KEY: 0001486763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32037 FILM NUMBER: 12607344 BUSINESS ADDRESS: STREET 1: 100 EXECUTIVE DRIVE STREET 2: SUITE 330 CITY: WEST ORANGE STATE: NJ ZIP: 07052 BUSINESS PHONE: (973) 736-0680 MAIL ADDRESS: STREET 1: 100 EXECUTIVE DRIVE STREET 2: SUITE 330 CITY: WEST ORANGE STATE: NJ ZIP: 07052 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALLEGHANY CAPITAL Corp CENTRAL INDEX KEY: 0001501665 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32037 FILM NUMBER: 12607342 BUSINESS ADDRESS: STREET 1: 7 TIMES SQUARE TOWER CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127521356 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE TOWER CITY: NEW YORK STATE: NY ZIP: 10036 4 1 rrd334070.xml FORM 4 X0304 4 2011-02-14 0 0001128725 GENESIS GROUP HOLDINGS INC GGHO 0001486763 UTA Capital LLC 100 EXECUTIVE DRIVE SUITE 330 WEST ORANGE NJ 07052 0 0 1 0 0001486761 YZT Management LLC 100 EXECUTIVE DRIVE SUITE 330 WEST ORANGE NJ 07052 0 0 1 1 See footnote 3. 0001501665 ALLEGHANY CAPITAL Corp 7 TIMES SQUARE TOWER NEW YORK NY 10036 0 0 1 0 0000775368 ALLEGHANY CORP /DE 7 TIMES SQUARE TOWER NEW YORK NY 10036 0 0 1 0 0001025683 TOLEDANO UDI 100 EXECUTIVE DRIVE SUITE 330 WEST ORANGE NJ 07052 0 0 1 1 See footnote 3. Common Stock 2011-02-14 4 J 0 1282084 0.00 A 1282084 I By UTA Capital LLC Common Stock 2011-02-25 4 J 0 500000 0.00 A 1782084 I By UTA Capital LLC Common Stock 2011-06-25 4 J 0 292439 0.00 A 2074523 I By UTA Capital LLC Common Stock 2011-12-31 4 J 0 347367 0.00 A 2421890 I By UTA Capital LLC Warrants to Purchase Common Stock (Right to Buy) 0.02 2011-12-28 4 J 0 4562869 0.00 A 2011-12-28 2015-08-06 Common Stock 4562869 25515250 I By UTA Capital LLC Under a Note and Warrant Purchase Agreement dated August 6, 2010 (such agreement, together with a promissory note issued in connection therewith, the "Purchase Documents"), UTA Capital LLC was issued a 5 year warrant, exercisable at any time prior to the date that is the later of (i) five years from the date the issuer is current in all of its SEC reporting obligations and (ii) 8/6/2015, to purchase up to 20,952,381 shares of the Issuer's common stock (subject to certain adjustments for dilutive issuances) initially estimated to represent approximately 16% of the Issuer's fully-diluted common stock (the "Warrant"). (Continued to footnote 2). Pursuant to a series of modifications of the Purchase Documents: (i) the Warrant was amended, effective as of 12/28/2011 to account for certain dilutive issuances, such that the Warrant is currently exercisable for 25,515,250 shares of the Issuer's common stock at an exercise price of $0.02 per share, representing approximately 16% of the Issuer's fully-diluted common stock; and (ii) UTA Capital LLC was to be issued (A) 1,282,084 shares of the Issuer's common stock effective as of 2/14/2011, (B) 500,000 additional shares of the Issuer's common stock effective as of 2/25/2011, (C) 292,439 additional shares of the Issuer's common stock effective as of 6/25/2011and (D) 347,367 additional shares of the Issuer's common stock effective as of 12/31/2011. This Form 4 is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC. The reporting persons disclaim beneficial ownership of these securities except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. /s/ Udi Toledano, as Managing Member of YZT Management LLC, as Managing Member of UTA Capital LLC 2012-02-13 /s/ Udi Toledano, as Managing Member of YZT Management LLC 2012-02-13 /s/ Peter Sismondo, as Vice President and Treasurer of Alleghany Capital Corporation 2012-02-13 /s/ Peter Sismondo, as Vice President of Alleghany Corporation 2012-02-13 /s/ Udi Toledano 2012-02-13