Statement of Changes in Beneficial Ownership (4)
March 31 2014 - 2:07PM
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
*
Rochon Capital Partners Ltd
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2. Issuer Name
and
Ticker or Trading Symbol
CVSL INC.
[
CVSL
]
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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)
2400 NORTH DALLAS PARKWAY,, SUITE 230
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2013
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(Street)
PLANO, TX 75093
(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)
___ Form filed by One Reporting Person
_
X
_ 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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12/3/2013
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J
(1)
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13726554
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D
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$0
(1)
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263859480
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D
(2)
(3)
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Common Stock
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12/3/2013
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J
(4)
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10000000
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D
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$0
(4)
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253859480
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D
(2)
(3)
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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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Explanation of Responses:
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(
1)
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On December 3, 2013, Rochon Capital Partners, Ltd. ("Rochon Capital") transferred 13,726,554 shares of the common stock of CVSL Inc. (the "Issuer") to the Issuer for no consideration.
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(
2)
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In addition to the reported shares, which are owned directly by Rochon Capital, John Rochon Management, Inc. ("JRM") directly owns 750,000 shares of the Issuer's common stock. Also, pursuant to al voting agreement between Rochon Capital and The Tamala L. Lonaberger Revocable Trust, Rochon Capital has the right, until March 18, 2018, to vote all of the shares held by The Tamala L. Longaberger Revocable Trust. As reported in a Schedule 13D filed by the Trustee of the Tamala L. Longaberger Revocable Trust on June 21, 2013, as of June 14, 2013, The Tamala L. Longaberger Revocable Trust owns 32,500,000 shares. These shares are not included in the calculation of reported shares.
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(
3)
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As the sole shareholder of JRM, John P. Rochon may be deemed to have indirect beneficial ownership of the 750,000 shares owned by JRM; and because of JRM's control as the sole general partner of Rochon Capital, John P. Rochon and JRM may be deemed to have indirect beneficial ownership of all the shares of the Issuer held by Rochon Capital. Also, as previously disclosed in filings with the Securities and Exchange Commission, Rochon Capital, JRM, John P. Rochon, Kelly L. Kittrell, and Russell Mack may collectively be deemed a "group" with respect to the acquisition of certain shares of the Issuer's common stock. As such, Rochon Capital, JRM, and John P. Rochon may be deemed to indirectly beneficially own the 3,000,000 shares held directly by each of Kelly L. Kittrell and Russell Mack.
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(
4)
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On December 3, 2013, Rochon Capital transferred 10,000,000 shares of the Common Stock of the Issuer to a third party consultant in satisfaction of the Issuer's monetary obligations to the consultant.
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Remarks:
This report is filed jointly by Rochon Capital, JRM, and John P. Rochon. John P. Rochon is the sole shareholder of JRM and a limited partner of Rochon Capital. JRM is the sole general partner of Rochon Capital.
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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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Rochon Capital Partners Ltd
2400 NORTH DALLAS PARKWAY,
SUITE 230
PLANO, TX 75093
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X
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John Rochon Management, Inc.
2400 NORTH DALLAS PARKWAY,
SUITE 230
PLANO, TX 75093
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X
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ROCHON JOHN P
2400 NORTH DALLAS PARKWAY,
SUITE 230
PLANO, TX 75093
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X
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X
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Chairman, President, and CEO
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Signatures
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/s/ John P. Rochon, President of John Rochon Management, Inc., as the General Partner of Rochon Capital Partners, Ltd.
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3/31/2014
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**
Signature of Reporting Person
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Date
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/s/ John P. Rochon, President of John Rochon Management, Inc.
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3/31/2014
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**
Signature of Reporting Person
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Date
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/s/ John P. Rochon
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3/31/2014
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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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