Statement of Ownership (sc 13g)
June 30 2017 - 11:27AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange
Act of 1934
(Amendment No. __)*
IPSIDY INC.
(Name of Issuer)
Common Stock, $0.0001 par value
per share
(Title of Class of Securities)
46264C 107
(CUSIP Number)
March 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:
a.
☐
Rule 13d-1(b)
b.
☒ Rule 13d-1(c)
c.
☐ Rule 13d-1(d)
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*
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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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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only)
Stephen J. Garchik
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
☐ (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
Florida
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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
28,536,574 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
28,536,574
(1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each
Reporting Person
28,536,574
(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)
8.2%
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12.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Includes (i)
12,900,000 shares of common stock held by Mr. Garchik, (ii) 9,657,407 shares of common stock held by IDGS Investors LLC (“IDGS”),
(iii) a common stock purchase warrant to acquire 5,500,000 shares of common stock at $0.05 per share issued on June 1, 2015 exercisable
for a period of five years held by IDGS, (iv) a common stock purchase warrant to acquire 166,667 shares of common stock at $0.10
per share issued on September 25, 2015 exercisable for a period of five years, and (v) a common stock purchase warrant to acquire
312,500 shares of common stock at $0.10 per share issued on December 23, 2015 exercisable for a period of five years. Mr. Garchik
serves as the manager of IDGS.
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Item 1.
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(a)
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Name of Issuer
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Ipsidy Inc. (the “
Issuer
”)
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(b)
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Address of Issuer’s Principal Executive Offices
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780 Long Beach Blvd.
Long Beach, New York 11561
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Item 2.
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(a)
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Name of Person Filing
Stephen J. Garchik
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(b)
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Address of Principal Business Office or, if
none, Residence
880 Dover Street
Boca Raton, FL 33487
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(c)
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Citizenship
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Florida
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(d)
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Title of Class of Securities
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Common stock, $0.0001 par value per share, of the Issuer (the “
Common Stock
”) and Common Stock Purchase Warrants to acquire Common Stock.
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(e)
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CUSIP Number
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46264C 107
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Item 3.
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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:
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Not applicable.
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
28,536,574 (1)
(b) Percent of class: 8.2%
(c) Number of shares as to which
such person has:
(i) Sole power to
vote or to direct the vote: 28,536,574 (1)
(ii) Shared power to vote or
to direct the vote: 0
(iii) Sole power to dispose or
to direct the disposition of: 28,536,574 (1)
(iv) Shared power to dispose
or to direct the disposition of: 0
(1) Includes (i) 12,900,000 shares of common stock held
by Mr. Garchik, (ii) 9,657,407 shares of common stock held by IDGS Investors LLC (“IDGS”), (iii) a common stock purchase
warrant to acquire 5,500,000 shares of common stock issued on June 1, 2015 exercisable for a period of five years held by IDGS,
(iv) a common stock purchase warrant to acquire 166,667 shares of common stock at $0.10 per share issued on September 25, 2015
exercisable for a period of five years, and (v) a common stock purchase warrant to acquire 312,500 shares of common stock at $0.10
per share issued on December 23, 2015 exercisable for a period of five years. Mr. Garchik serves as the manager of IDGS.
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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.
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Item 6.
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Ownership of More than Five Percent on
Behalf of Another Person.
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 Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the 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
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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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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.
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Date: June 30, 2017
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/s/ Stephen J. Garchik
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Stephen J. Garchik
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