Statement of Ownership (sc 13g)
March 07 2017 - 5:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G*
Under
the Securities Exchange Act of 1934
Grote Molen,
Inc.
(Name
of Issuer)
Common Stock,
Par Value $0.001
(Title
of Class of Securities)
39927Q 100
(CUSIP
Number)
Russell M.
Stidolph
AltEnergy,
LLC
137 Rowayton
Avenue
Rowayton,
CT 06853
(203) 299-5420
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22,
2017
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
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 on 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. 39927Q 100
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13G
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Page 1 of 4 Pages
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1.
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NAMES
OF REPORTING PERSONS
Russell M. Stidolph
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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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
U.S.A.
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
4,915,304
1
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6.
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SHARED
VOTING POWER
00,000
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7.
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SOLE
DISPOSITIVE POWER
4,915,304
1
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8.
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SHARED
DISPOSITIVE POWER
00,000
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,915,304
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.40%
2
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12.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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1
Includes 2,457,652 shares of common stock issuable upon exercise of warrants held by AltEnergy Cyber, LLC, of which Mr. Stidolph
is Managing Member. Also includes 2,457,652 shares of common stock issuable upon exercise of warrants held by AltEnergy, LLC,
of which Mr. Stidolph is Managing Member. The number of shares issuable upon conversion of the applicable warrants is based solely
on information provided in the Schedule 14F-1 filed by Grote Molen, Inc. (“Grote”) with the Securities and Exchange
Commission (the “SEC”) on February 24, 2017 (the “Grote Schedule 14F-1”).
The Grote Schedule
14F-1 attributes beneficial ownership to AltEnergy Cyber, LLC of 4,026,012 shares of common stock issuable upon conversion of
402,601 shares of preferred stock, which were purportedly issued to AltEnergy Cyber, LLC in connection with the conversion of
its convertible note in the principal amount of $1,500,000. As noted in the “Legal Proceedings” section of the Grote
Schedule 14F-1, AltEnergy Cyber, LLC has brought a legal proceeding against Grote contesting, among other things, the validity
of this purported conversion and, as of the date hereof, does not accept Grote’s attribution of beneficial ownership of
any shares resulting from such purported conversion. Accordingly, these shares have not been reported on this Statement.
2
The ownership percentage is based upon 21,790,681 shares of Grote outstanding as of February 22, 2017 according to the Grote Schedule
14F-1. An additional 4,915,304 shares of common stock, which are issuable upon the exercise of warrants, have been added to the
shares outstanding to arrive at a total number of shares outstanding of 26,705,985 for purposes of calculating beneficial ownership
hereunder.
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CUSIP No. 39927Q 100
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13G
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Page 2 of 4 Pages
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Item 1.
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(a)
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Name of Issuer
Grote Molen, Inc. (“Grote”)
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(b)
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Address of Issuer’s Principal Executive
Offices
10615 Professional Circle, Suite 201, Reno, Nevada 89521
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Item 2.
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(a)
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Name of Person Filing
This Statement is filed on behalf of each of the following persons (the “Reporting Persons”):
1. Russell
M. Stidolph
2. AltEnergy
Cyber, LLC
3. AltEnergy,
LLC
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(b)
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Address of the Principal Office or, if
none, residence
The address of each of the Reporting Persons is 137 Rowayton Avenue, Rowayton, CT 06853.
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(c)
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Citizenship
1. Mr.
Stidolph is a United States citizen;
2. AltEnergy
Cyber, LLC is a Delaware limited liability company; and
3. AltEnergy,
LLC is a Connecticut limited liability company.
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(d)
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Title of Class of Securities
Common Stock, Par Value $0.001
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(e)
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CUSIP Number
39927Q 100
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
This Item 3
is not applicable.
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CUSIP No. 39927Q 100
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13G
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Page 3 of 4 Pages
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Item 4. Ownership.
Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1.
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(a)
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Amount beneficially owned: 4,915,304
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(b)
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Percent of class: 18.40%
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(c)
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Number of shares as to which
the person has:
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(i)
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Sole power to vote or to direct the vote 4,915,304.
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(ii)
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Shared power to vote or to direct the vote 0.
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(iii)
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Sole power to dispose or to direct the
disposition of 4,915,304.
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(iv)
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Shared power to dispose or to direct the
disposition of 0.
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Instruction
.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
Item 5. Ownership
of Five Percent or Less of a Class.
This Item 5
is not applicable.
Item 6. Ownership
of More than Five Percent on Behalf of Another Person.
This Item 6
is not applicable.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
See footnote 1 above.
Item 8. Identification
and Classification of Members of the Group.
This Item 8
is not applicable.
Item 9. Notice
of Dissolution of Group.
This
Item 9 is not applicable.
Item 10. Certification.
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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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CUSIP No. 39927Q 100
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13G
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Page 4 of 4 Pages
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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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Russell
M. Stidolph
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03/07/2017
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Date
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/s/
Russell M. Stidolph
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Signature
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Russell
M. Stidolph
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Name/Title
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AltEnergy
Cyber, LLC
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03/07/2017
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Date
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/s/
Russell M. Stidolph
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Signature
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Russell
M. Stidolph, Managing Member
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Name/Title
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AltEnergy,
LLC
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03/07/2017
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Date
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/s/
Russell M. Stidolph
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Signature
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Russell
M. Stidolph, Managing Member
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Name/Title
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EXHIBIT INDEX
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A.
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Joint
Filing Agreement by and among Russell M. Stidolph, AltEnergy Cyber, LLC and AltEnergy,
LLC
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