Statement of Ownership (sc 13g)
June 15 2017 - 1:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(b)
ORBITAL
TRACKING CORPORATION
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $.0001 PER SHARE
(Title
of Class of Securities)
68558X100
(CUSIP
Number)
James
Phipps
c/o
Orbital Tracking Corp.
18851
NE 29
th
Avenue, Suite 700
Aventura,
Florida 33180
(305)
560-5355
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
May
31, 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:
[ ]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
1
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NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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James
Phipps
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2
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CHECK
THE 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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UK
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NUMBER
OF
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5
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SOLE
VOTING POWER
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SHARES
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720,000
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BENEFICIALLY
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6
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SHARED
VOTING POWER
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OWNED
BY
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0
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EACH
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7
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SOLE
DISPOSITIVE POWER
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REPORTING
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10,720,000
(1)
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PERSON
WITH
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8
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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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10,720,000
(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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15.1%
(Based on 70,973,191 shares outstanding as of June 9, 2017)
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12
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TYPE
OF REPORTING PERSON*
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IN
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(1)
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Includes
options to purchase 10,000,000 shares of common stock, which options have an exercise price of $0.01 per share, are exercisable
and vest immediately, and have a term of 10 years. The Reporting Person has no rights as a shareholder with respect to any
shares of common stock covered by such options (including, without limitation, any rights to receive dividends or non-cash
distributions with respect to such shares) until the date of issue of a stock certificate to the Reporting Person for such
common shares.
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Item
1(a).
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Name
of Issuer:
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Orbital
Tracking Corporation
Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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18851
NE 29
th
Avenue, Suite 700
Aventura,
FL 33180
Item
2(a).
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Name
of Person Filing.
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This
statement is being filed by James Phipps (the “Reporting Person”).
Item
2(b).
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Address
of Principal Business Office or, if None, Residence.
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18851
NE 29
th
Avenue, Suite 700
Aventura,
FL 33180
United
Kingdom
Item
2(d).
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Title
of Class of Securities.
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Common
Stock, par value $0.0001 per share.
68558X100
IN
(a)
Amount beneficially owned: 10,720,000 (1)
(b)
Percent of class: 15.1% (Based on 70,973,191 shares outstanding as of June 9, 2017).
(c)
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: 720,000
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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: 10,720,000 (1)
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(iv)
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Shared
power to dispose or to direct the disposition of: 0
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(1)
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Includes
options to purchase 10,000,000 shares of common stock, which options have an exercise price of $0.01 per share, are exercisable
and vest immediately, and have a term of 10 years. The Reporting Person has no rights as a shareholder with respect to any
shares of common stock covered by such options (including, without limitation, any rights to receive dividends or non-cash
distributions with respect to such shares) until the date of issue of a stock certificate to the Reporting Person for such
common shares.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.
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Not
applicable.
Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
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.
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:
June 15, 2017
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/s/
James Phipps
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James
Phipps
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