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