Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 12:01PM
Edgar (US Regulatory)
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Washington, D.C. 20549
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
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Jones Soda Co.
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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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480 23 P106
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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:
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Rule 13d-1(b)
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X
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Rule 13d-1(c)
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Rule 13d-1(d)
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*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.
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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).
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CUSIP NO. 480 23 P106
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Schedule 13G/A
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Page
2
of 4 Pages
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1.
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Names of Reporting Persons
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Jennifer L. Cue
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2.
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Check Appropriate Box if a Member of a Group:
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(a)
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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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Citizenship or Place of Organization
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United States citizen
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Number of Shares Beneficially Owned by Each Reporting Person With
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5.
Sole Voting Power
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2,676,360 shares
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6.
Shared Voting Power
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-0-
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7.
Sole Dispositive Power
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2,676,360 shares
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8.
Shared Dispositive Power
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-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,676,360 shares
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10.
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Check Box if Aggregate Amount in Row “9” Excludes Certain Shares
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11.
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Percent of Class Represented by Amount in Row “9”
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6.43%
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12.
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Type of Reporting Person
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IN
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CUSIP NO. 480 23 P106
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Schedule 13G/A
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Page
3
of 4 Pages
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Item 1.
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(a)
Name of Issuer
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Jones Soda Co.
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(b)
Address of Issuer’s Principal Executive Offices
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66 S. Hanford St. #150
Seattle, Washington 98134
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Item 2.
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(a)
Name of Person Filing
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Jennifer L. Cue
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(b)
Address of Principal Business Office or, if none, Residence
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66 S. Hanford St. #150
Seattle, Washington 98134
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(c)
Citizenship
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United States citizen
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(d)
Title of Class of Securities
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Common Stock
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(e)
CUSIP Number
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480 23 P106
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Item 3.
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If this Statement is Filed Pursuant §§ 240.13d-1(b), or § 240.13d-2(b) or (c), check whether the person filing is a
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(a)
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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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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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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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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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Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)
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(f)
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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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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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Savings association 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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Church plan excluded from the definition of an investment company under section 3(c)(14) of the Investment
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Company Act of 1940 (15 U.S.C. 80a-3)
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(j)
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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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Group, in accordance with § 240.13d-1(b)(1)(ii)(K)
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Item 4.
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Ownership
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(a)
Amount beneficially
owned
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2,676,360 shares
(1)
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(b)
Percent of class
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6.43%
(2)
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(c)
Number of shares as to which the person has:
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(i)
sole power to vote or direct the vote
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2,676,360 shares
(1)
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(ii)
shared power
to vote or to direct the vote
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-0-
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(iii)
sole power to di
spose of or direct disposition
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2,676,360 shares
(1)
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(iv)
shared power to d
ispose of or direct disposition
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-0-
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(1)
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The
2,676,360
shares beneficially owned by
Ms. Cue
consist of (a)
2,406,360
shares owned
directly
,
and (b)
270,000
shares subject to options
currently
exercisable by
Ms. Cue
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(2)
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Calculated in accordance with Exchange Act Rule 13d-3
; based on a total of 41,
624
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373
shares of common stock, consisting of 41,3
54
,
373
shares outstanding as of close of business on January 31, 201
7
,
plus
270,0000 shares subject to options granted to Ms.
Cue
that
are currently exercisable.
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CUSIP NO. 480 23 P106
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Schedule 13G/A
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Page
4
of 4 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following
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[not applicable]
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Item 6.
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Ownership of More than Five Percent on Behalf
of Another Person
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[not applicable]
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Ho
lding Company of Control Person
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[not applicable]
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Item 8.
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Identification and Classification
of Members of Group
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[not applicable]
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Item 9.
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Notice of Dissolution of Group
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[not applicable]
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Item 10.
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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.
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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.
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February 1
4
, 2017
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(Date)
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/s/ Jennifer L. Cue
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(Signature)
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