SCHEDULE
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Heng Fai Ambrose Chan
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF and PF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,145,612
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
2,145,612
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,145,612
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.81%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
Page
2
|
|
Item
1.
|
Security
and Issuer
|
Common
Stock, par value $0.02 per share
Issue:
Document
Security Systems, Inc., 200 Canal View Blvd., Suite 300, Rochester, New York 14623
|
|
Item
2.
|
Identity
and Background
|
|
|
(a)
|
Heng Fai Ambrose Chan
|
|
|
|
|
|
|
(b)
|
Unit B, 17
th
Floor, Greatmany Centre, 109-111 Queen’s Road East, Wan Chai, Hong Kong
|
|
|
|
|
|
|
(c)
|
Executive Chairman, Singapore eDevelopment Limited, 7 Temasek Boulevard #29-01B, Suntec Tower One, Singapore 038987
|
|
|
|
|
|
|
(d)
|
None
|
|
|
|
|
|
|
(e)
|
None
|
|
|
|
|
|
|
(f)
|
Republic of Singapore
|
|
|
Item
3.
|
Source
and Amount of Funds or Other Considerations
|
Heng
Fai Ambrose Chan: Personal funds of $2,066 for the purchase of 2,612 shares of Issuer’s common stock, par value $0.02 per
share, on June 16, 2016.
BMI
Capital Partners International Limited: $225,000 for the purchase of 300,000 shares of Issuer’s common stock, par value
$0.02 per share, and a warrant to purchase 200,000 shares of the Issuer’s common stock on December 29, 2016; and $150,000
for the exercise price of the warrant to purchase 200,000 shares of the Issuer’s common stock, par value $0.02 per share,
on September 12, 2017
Heng
Fai Holdings Limited: $600,000 for the purchase of 800,000 shares of Issuer’s common stock, par value $0.02 per share, and
five-year warrants to purchase up to 160,000 additional shares of Issuer’s common stock, on September 8, 2017
Hengfai
Business Development Pte Ltd.: 21,196,552 ordinary shares of Singapore eDevelopment Limited (“SED”) and an existing
warrant to purchase 105,982,759 shares of SED’s ordinary shares in exchange for 683,000 shares of the Issuer’s common
stock, par value $0.02 per share, on September 12, 2017
|
|
Item
4.
|
Purpose
of Transaction
|
The
purpose of acquisition of the securities is to hold as long-term investment and to assist the Issuer with its operating liquidity
needs.
The
Reporting Person, at the time of his and his affiliates’ various purchases, had and as of the date of this report has no
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4
of Schedule 13D. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and
the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the
Reporting Person may endeavor (i) to increase or decrease his or his affiliates respective positions in the Issuer through, among
other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on
such terms and at such times as the Reporting Person may deem advisable.
Page
3
|
|
Item
5.
|
Interest
in Securities of the Issuer
|
|
|
(a)
|
Personal ownership by reporting person Heng Fai Ambrose Chan: 2,612 shares of Issuer’s common stock, par value $0.02 per share
|
|
|
|
|
|
|
|
Ownership by affiliate BMI Capital Partners International Limited: 500,000 shares of Issuer’s common stock, par value $0.02 per share
|
|
|
|
|
|
|
|
Ownership by affiliate Heng Fai Holdings Limited: 800,000 shares of Issuer’s common stock, par value $0.02 per share, and five-year warrants to purchase up to 160,000 additional shares of Issuer’s common stock, par value $0.02 per share, at an exercise price of $1.00 per share
|
|
|
|
|
|
|
|
Ownership by affiliate Hengfai Business Development Pte Ltd: 683,000 shares of Issuer’s common stock, par value $0.02 per share
|
|
|
|
|
|
|
(b)
|
The reporting person has sole power to vote or direct the vote, and sole power to dispose or to direct the disposal of all the shares set forth in paragraph (a)
|
|
|
|
|
|
|
(c)
|
During the sixty days immediately preceding the date of this report, the reporting person’s affiliates made the following purchases:
|
On September 8, 2017, Heng Fai Holdings
Limited purchased 800,000 shares of Issuer’s common stock, par value $0.02 per share, at a price of $0.75 per share, and
received accompanying five-year warrants to purchase an additional 160,000 shares of the Issuer’s common stock, par value
$0.02 per share, at an exercise price of $1.00 per share, on that same date. The common stock and warrants were purchased pursuant
to an unregistered offering of the Issuer’s securities.
On September 12, 2017, BMI Capital
Partners International Limited exercised an existing warrant and purchased 200,000 shares of the Issuer’s common stock, par
value $0.02 per share, at a price of $0.75 per share. The sale constituted an unregistered sale of the Issuer’s securities.
On September 12, 2017, Hengfai Business
Development Pte Ltd. purchased 683,000 shares of the Issuer’s common stock, par value $0.02 per share, in exchange for 21,196,552
ordinary shares of Singapore eDevelopment Limited (“SED”), a Singapore company publicly listed on the Singapore Exchange,
plus the assignment of an existing warrant to purchase an additional 105,982,759 shares of SED’s ordinary shares at an exercise
price of SGD$0.040 per share, pursuant to a Securities Exchange agreement between the Issuer and Hengfai Business Development Pte
Ltd. The sale constituted an unregistered sale of the Issuer’s securities.
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The
Securities Exchange Agreement referenced in paragraph “c” above, between the Issuer and Hengfai Business Development
Pte Ltd., contains a 24-month lock-up clause whereby neither the Issuer nor Henfai Business Development Pte Ltd may sell the securities
of the other party acquired pursuant to that agreement.
|
|
Item
7.
|
Material
to Be Filed as Exhibits
|
Exhibit
99.1 - Securities Exchange Agreement, dated September 12, 2017, by and between Document Security Systems, Inc. and Hengfai Business
Development Pte Ltd. (incorporate herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on
September 15, 2017 (File No. 001-32146)
Page
4
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.
|
09/15/2017
|
|
|
Dated
|
|
|
|
|
|
/s/ Heng Fai Ambrose
Chan
|
|
|
Signature
|
|
|
|
|
|
Heng Fai Ambrose Chan
|
|
|
Name
|
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his
signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).