Statement of Changes in Beneficial Ownership (4)
October 15 2013 - 5:27PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Lee Peter
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2. Issuer Name
and
Ticker or Trading Symbol
CrowdGather, Inc.
[
CRWG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
EVELYN TOWER, 14TH FL., FLAT E, 38 CLOUDVIEW ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/10/2013
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(Street)
NORTH POINT, K3 00000
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1003000
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D
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Common Stock
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194738
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I
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Held in Reporting Person's personal holding company
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series B Preferred Stock
(1)
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(3)
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10/10/2013
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A
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100000
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(2)
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(2)
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Common Stock
(3)
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2000000
(3)
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$0
(5)
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700000
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D
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Common Stock Warrants (Right to Buy)
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$0.08
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10/10/2013
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A
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1000000
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10/10/2013
(4)
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10/10/2018
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Common Stock
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1000000
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$0
(5)
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1000000
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D
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Common Stock Warrants (Right to Buy)
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$0.08
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8/2/2013
(4)
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8/2/2018
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Common Stock
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1500000
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1500000
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D
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Common Stock Warrants (Right to Buy)
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$0.08
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7/16/2013
(4)
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7/16/2018
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Common Stock
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1500000
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1500000
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D
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Common Stock Warrants (Right to Buy)
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$0.08
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8/2/2013
(4)
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4/8/2018
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Common Stock
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3000000
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3000000
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D
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Common Stock Warrants (Right to Buy)
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$0.95
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10/22/2010
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10/22/2013
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Common Stock
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266667
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266667
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I
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Held in Reporting Person's holding company.
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Explanation of Responses:
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(
1)
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The Series B Convertible Preferred Stock ("Series B Shares") are convertible in accordance with the Issuer's Certificate of Designation, which is included as exhibit 3.1 in the Issuer's Form 8-K filed on April 9, 2013.
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(
2)
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The Series B Shares are convertible at any time after the issuance of such shares at the holder's election and do not have an expiration date.
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(
3)
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The Series B Shares are convertible on a 20-for-1 basis into the number of shares of Common Stock as shown in column 7.
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(
4)
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The Common Stock Warrants contain a limitation on exercise which prevents the Reporting Person from exercising any Warrants if, after giving effect to the exercise, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, upon not less than 61 days prior written notice to the Company.
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(
5)
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Pursuant to a Securities Purchase Agreement dated October 10, 2013, between the Reporting Person and the Issuer, the Reporting Person acquired 100,000 shares of Series B Preferred Stock and warrants to purchase an aggregate 1,000,000 shares of the Issuer's common stock at an exercise price of $0.08 per share in exchange for $100,000.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Lee Peter
EVELYN TOWER, 14TH FL., FLAT E
38 CLOUDVIEW ROAD
NORTH POINT, K3 00000
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X
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Signatures
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/s/ Peter Lee
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10/15/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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