SC 13G/A 1 eps4485.htm PETER H. KAMIN / RAND WORLDWIDE, INC.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1_)*

 

Rand Worldwide, Inc.
 (Name of Issuer)
 
Common Stock, par value $.01 per share 
(Title of Class of Securities)
 
05349Y104
(CUSIP Number)
 
January 4, 2012
(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)
     
  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 (“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 .  05349Y104   Page 2 of 5

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

Peter H. Kamin

Peter H. Kamin Childrens Trust – 04-6829284

Peter H. Kamin Roth IRA

3K Limited Partnership

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [ ]

(b) [ ]

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Peter H. Kamin – US Citizen

Peter H. Kamin Childrens Trust – Massachusetts

Peter H. Kamin Roth IRA – Massachusetts

3K Limited Partnership – Delaware

U.S.

NUMBER OF

 

SHARES

5

SOLE VOTING POWER

Peter H. Kamin – 2,417,147

Peter H. Kamin Childrens Trust – 407,635

Peter H. Kamin Roth IRA – 1,289,227

3K Limited Partnership – 266,107

 

BENEFICIALLY

 

OWNED BY

6 SHARED VOTING POWER:  0  

EACH

 

REPORTING

7

SOLE DISPOSITIVE POWER:

Peter H. Kamin – 2,417,147

Peter H. Kamin Childrens Trust – 407,635

Peter H. Kamin Roth IRA – 1,289,227

3K Limited Partnership – 266,107

 

PERSON

 

WITH

8 SHARED DISPOSITIVE POWER: 0  

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

4,380,116 

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

 

8.4%

 

12

 

TYPE OF REPORTING PERSON: IN

 

IN
         

 

 

 
 

 

CUSIP No .  05349Y104   Page 3 of 5

 

Item 1(a).   Name of Issuer:
     
    Rand Worldwide, Inc.
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    161 Worcester Road, Suite 401, Framingham, MA
     
Item 2(a).   Name of Person Filing:
     
    Peter H. Kamin
Peter H. Kamin Childrens Trust
Peter H. Kamin Roth IRA
3K Limited Partnership
     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
     
    One Avery Street, 17B, Boston, MA  02111
     
Item 2(c).   Citizenship:
     
    USA
     
Item 2(d).   Title of Class of Securities:
     
    Common Stock, par value $.01 per share
     
Item 2(e).   CUSIP Number:
     
    05349Y104
     
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:

 

       
      The person is not listed in Items 3 (a) through 3 (j)

 

 
 

 

CUSIP No .  05349Y104   Page 4 of 5

 

 

Item 4. Ownership.
   
  Ownership information is provided as of:

 

  (a) Amount beneficially owned:
     
   

Mr. Kamin is the owner of 4,380,116 shares of Common Stock.

Mr. Kamin beneficially owns 4,380,116 shares of Common Stock, which represents approximately 8.4% of the shares of Common Stock issued and outstanding.  This percentage is determined by dividing the number of shares beneficially held by Mr. Kamin by 52,282,055 the number of shares of Common Stock issued and outstanding as of September 30, 2011, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2011.

     
  (b) Percent of class:
     
    8.4%
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:
       
      Mr. Kamin has the power to vote 4,380,116 shares of Common Stock.

 

 
 

 

CUSIP No .  05349Y104   Page 5 of 5

 

Item 5. Ownership of Five Percent or Less of a Class.
   
  Inapplicable
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  Inapplicable
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  Inapplicable
   
Item 8. Identification and Classification of Members of the Group.
   
  Inapplicable
   
Item 9. Notice of Dissolution of Group.
   
  Inapplicable
   
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.

 

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: January 5, 2012  
       
  Signature: /s/   Peter H. Kamin  
  Name: Peter H. Kamin