Amended Statement of Ownership (sc 13g/a)
February 01 2017 - 7:31AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
hopTo
Inc.
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(Name of Issuer)
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Common
Stock
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(Title of Class of Securities)
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440271104
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(CUSIP Number)
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December
31, 2016
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
o
Rule
13d-1(c)
x
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 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. 440271104
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SCHEDULE 13G/A
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Page 2
of 6 Pages
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP No. 440271104
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SCHEDULE 13G/A
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Page
5 of 6 Pages
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Item
4. Ownership
(a) Amount beneficially owned: 944,735
As of the date of this filing, the Reporting Person may be deemed to be the beneficial
owner of 944,735 shares of hopTo Inc. (the "Company") common stock. The Reporting Person holds 944,735 shares
of the Company's common stock and 99,999 warrants to purchase the Company's common stock. Each warrant entitles the holder
to purchase one share of the Company's common stock.
(b) Percent of Class: 9.5%
This percentage is determined
by dividing the number of shares of common stock beneficially owned by the Reporting Person, 944,735, by 9,904,461, the
number of shares of common stock (9,804,462) issued and outstanding as of November 15, 2016 combined with the number of
warrants (99,999) held by the Reporting Person.
Item
5. Ownership of Five Percent or Less of a Class
Not Applicable
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable
Item
8. Identification and Classification of Members of the Group
Not Applicable
Item
9. Notice of Dissolution of Group
Not Applicable
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.
CUSIP No. 440271104
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SCHEDULE 13G/A
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Page 6
of 6 Pages
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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: February 1, 2017
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By:
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David R. Wilmerding, III
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Name:
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David R. Wilmerding, III
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