Nicholas J. Zocchi
Steven W. Schuster, Esq.
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box
£
.
CUSIP No.
66987M1099
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13D
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Page 2 of 7
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1
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NAMES OF REPORTING PERSONS:
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Nicholas J. Zocchi
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a)
o
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(b)
o
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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PF-AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United States
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7
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SOLE VOTING POWER:
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NUMBER OF
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1,514,000*
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SHARES
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8
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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1,514,000*
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WITH
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10
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SHARED DISPOSITIVE POWER:
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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1,514,000*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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x
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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4.44%**
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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IN
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* Includes (i) 900,000 shares held
by Kenilworth Ventures, Inc. Profit Sharing Plan; (ii) 600,000 shares held directly by Mr. Zocchi in his IRA account,, and (iii)
14,000 shares owned by Mr. Zocchi’s minor daughter;.
** The calculation of percentage ownership is based
on 34,079,214 shares of Common Stock outstanding as of March 10, 2014, as reported in the Issuer’s Quarterly Report on Form
10-Q for the period ended September 30, 2013 filed with the Securities and Exchange Commission on November 7, 2014.
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CUSIP No.
66987M1099
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13D
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Page 3 of 7
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1
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NAMES OF REPORTING PERSONS:
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Kenilworth Ventures, Inc. Profit Sharing Plan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a)
o
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(b)
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Florida
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7
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SOLE VOTING POWER:
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NUMBER OF
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900,000 ***
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SHARES
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8
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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900,000 ***
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WITH
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10
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SHARED DISPOSITIVE POWER:
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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900,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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x
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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2.49%**
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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EP
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** The calculation of percentage ownership is based
on 34,079,214 shares of Common Stock outstanding as of March 10, 2014, as reported in the Issuer’s Quarterly Report on Form
10-Q for the period ended September 30, 2013 filed with the Securities and Exchange Commission on November 7, 2014..
*** Nicholas J. Zocchi owns 100 percent
of the issued and outstanding stock of Kenilworth Ventures, Inc. and is the President of Kenilworth Ventures,, Inc. and has the
sole voting power and sole dispositive power with respect to the shares of Common Stock owned by the Reporting Person.
This Amendment No. 1 (the "Amendment") is being filed on behalf of 1) Nicholas J. Zocchi and (2) Kenilworth Ventures,
Inc. Profit Sharing Plan, an employee benefit plan for Kenilworth Ventures, Inc., a Florida corporation. This Amendment
relates to their sale of common stock of Novatel Wireless, Inc., a Delaware corporation. The Amendment amends and restates
the Schedule 13D in its entirety.
SCHEDULE 13D
ORIGINAL REPORT ON SCHEDULE 13D
Item 1.
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Security and Issuer
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This Statement on Schedule 13D (“Schedule
13D”) relates to the sale of common stock (the “Common Stock”) of Novatel Wireless, Inc., a Delaware corporation
(the “Issuer ”), whose principal executive offices are located at 9360 Towne Centre Drive, Suite 110 San Diego, CA
92121. The total number of shares of Common Stock reported as beneficially owned in this Schedule 13D is 1,514,000, which constitutes
approximately 4.44% of the total number of shares of Common Stock outstanding.
Item 2.
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Identity and Background
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This statement is filed by on behalf of
(1) Nicholas J. Zocchi (“Mr. Zocchi”) and (2) Kenilworth Ventures, Inc. Profit Sharing Plan (“Kenilworth”),
an employee benefit plan for Kenilworth Ventures, Inc., a Florida corporation. Each of the parties named in this Item 2 is referred
to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.” The
Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
Mr. Zocchi’s principal business
address is 400 South Point Drive, Unit 2405, Miami Beach, Florida 33139. Mr. Zocchi’s principal occupation is a registered
representative, registered with Brill Securities, Inc. Mr. Zocchi is a United States citizen.
Mr. Zocchi is the President and 100% shareholder
of Kenilworth Ventures, Inc. The profit sharing plan of Kenilworth makes investments in and buys, sells, holds, pledges and assigns
securities. The principal business address of Kenilworth is 400 South Point Drive, Unit 2401, Miami Beach, Florida
33139.
None of the Reporting Persons has, during
the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). None
of the Reporting Persons has, during the past five years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
Mr. Zocchi disclaims ownership of 17,500
shares of Common Stock owned by his wife.
Item 3.
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Source and Amount of Funds or Other Consideration
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This Amendment No.
1 to the Schedule 13D relates to the sale of shares of Common Stock in open market transactions. The Common Stock beneficially
owned by Kenilworth that is held in the Kenilworth Ventures, Inc. Profit Sharing Plan was acquired with capital of Kenilworth generated
from the sale of securities within the Kenilworth Ventures, Inc. Profit Sharing Plan. The Common Stock beneficially
owned by Mr. Zocchi that is held in his IRA account and living trust account was acquired with personal funds.
Item 4.
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Purpose of Transaction
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The Reporting Persons sold the Common Stock
that they beneficially own in the ordinary course of their business. Their remaining shares are held for investment purposes.
The Reporting Persons may, from time to time, depending on market conditions and other considerations, acquire additional securities
or dispose of some or all of the securities of the Issuer held by them, as permitted by the relevant securities laws.
Except as set forth above, as of the date
of this filing none of the Reporting Persons has any plans or proposals which relate to or would result in any of the actions set
forth in parts (a) through (j) of Item 4.
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Item 5.
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Interest in Securities of the Issuer
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(a)
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The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages
to this Schedule 13D.
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(b)
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Mr. Zocchi has the sole power to vote and sole power to dispose of the shares of Common Stock to which this Statement relates,
including the shares of Common Stock owned by Kenilworth.
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(c)
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The Reporting Persons sold Common Stock in open market transactions in the last 60 days as follows:
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Nicholas Zocchi
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Date of Transaction
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Number of Shares
Sold
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Price Per
Share
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March 11, 2014
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100,000
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$
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2.12
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March 7, 2014
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72,000
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2.20
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March 6, 2014
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20,000
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2.66
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March 5, 2014
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8,000
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2.63
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March 4, 2014
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5,000
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2.38
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March 4, 2014
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35,000
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2.40
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March 3, 2014
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25,000
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2.35
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February 28, 2014
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35,000
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2.43
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February 26, 2014
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18,000
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2.49
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February 25, 2014
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32,000
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2.51
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January 7, 2014
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11,000
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2.40
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Kenilworth Ventures, Inc.
Profit Sharing Plan
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Date of Transaction
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Number of Shares
Sold
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Price Per
Share
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March 10, 2014
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45,000
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$
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2.13
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March 7, 2014
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275,000
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2.1159
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February 20, 2014
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40,000
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2.51
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February 19, 2014
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55,000
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2.54
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February 18, 2014
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35,000
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2.59
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February 14, 2014
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70,000
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2.55
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January 28, 2014
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5,000
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2.92
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January 17, 2014
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15,000
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2.62
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January 15, 2014
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10,000
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2.38
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January 13, 2014
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10,000
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2.33
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January 7, 2014
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50,000
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2.40
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January 6, 2014
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40,000
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2.36
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Nicholas Zocchi
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Revocable Living Trust
Number of Shares
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Price Per
Share
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Date of Transaction
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Sold
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March 7, 2014
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50,000
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2.15
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(d) Not applicable
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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N/A.
Item 7.
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Material to be Filed as Exhibits.
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N/A.
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.
Dated: March 12, 2014
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/s/ Nicholas J. Zocchi
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Nicholas J. Zocchi
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Kenilworth Ventures, Inc. Profit Sharing Plan
By:
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/s/ Nicholas J. Zocchi
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Nicholas J. Zocchi, President
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