Amended Statement of Ownership (sc 13g/a)
December 22 2017 - 4:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
IPSIDY
INC.
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
46264C
107
(CUSIP
Number)
December
19, 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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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.
46264C 107
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Richard
Greene
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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
USA
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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
29,505,006
(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
29,505,006
(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
29,505,006 (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)
7.2%
(1)
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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) 6,599,872 shares of common stock held by the Trust FBO Emily Greene (the “Emily Trust”), (ii) 6,599,872 shares
of common stock held by the Trust FBO Victoria Greene (the “Victoria Trust”), (iii) 12,010,263 shares of common stock
held by Fifth Melville LLC (“Fifth”), (iv) a common stock purchase warrant held by Fifth to acquire 1,041,665 shares
of common stock at $0.10 per share issued on December 23, 2015 exercisable for a period of five years, (v) a common stock purchase
warrant held by the Emily Trust to acquire 550,000 shares of common stock at $0.10 per share issued on July 29, 2015 exercisable
for a period of five years, (vi) a common stock purchase warrant held by the Victoria Trust to acquire 550,000 shares of common
stock at $0.10 per share issued on July 29, 2015 exercisable for a period of five years, (vii) a common stock purchase warrant
held by the Emily Trust to acquire 1,076,667 shares of common stock at $0.10 per share issued on September 3, 2015 exercisable
for a period of five years, and (viii) a common stock purchase warrant held by the Victoria Trust to acquire 1,076,667 shares
of common stock at $0.10 per share issued on September 3, 2015 exercisable for a period of five years. Mr. Greene serves as the
trustee for the Victoria Trust and the Emily Trust. Mr. Greene serves as the manager of Fifth. Percentage of class calculated
based on an aggregate of 402,781,754 shares issued and outstanding. Fifth acquired 3,846,153 shares of common stock on December
19, 2017. Further, in December 2017, Mr. Greene assigned 5,664,110 shares of Common Stock and a common stock purchase warrant
to acquire 1,041,665 shares of common stock to Fifth.
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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
Richard
Greene
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(b)
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Address
of Principal Business Office or, if none, Residence
15
Melville Lane
Great
Neck, NY 11023
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(c)
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Citizenship
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USA
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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: 29,505,006 (1)
(b)
Percent of class: 7.2% (1)
(c)
Number of shares as to which such person has:
(i) Sole
power to vote or to direct the vote: 29,505,006 (1)
(ii)
Shared power to vote or to direct the vote: 0
(iii)
Sole power to dispose or to direct the disposition of: 29,505,006 (1)
(iv)
Shared power to dispose or to direct the disposition of: 0
(1)
Includes (i) 6,599,872 shares of common stock held by the Trust FBO Emily Greene (the “Emily Trust”), (ii) 6,599,872
shares of common stock held by the Trust FBO Victoria Greene (the “Victoria Trust”), (iii) 12,010,263 shares of common
stock held by Fifth Melville LLC (“Fifth”), (iv) a common stock purchase warrant held by Fifth to acquire 1,041,665
shares of common stock at $0.10 per share issued on December 23, 2015 exercisable for a period of five years, (v) a common stock
purchase warrant held by the Emily Trust to acquire 550,000 shares of common stock at $0.10 per share issued on July 29, 2015
exercisable for a period of five years, (vi) a common stock purchase warrant held by the Victoria Trust to acquire 550,000 shares
of common stock at $0.10 per share issued on July 29, 2015 exercisable for a period of five years, (vii) a common stock purchase
warrant held by the Emily Trust to acquire 1,076,667 shares of common stock at $0.10 per share issued on September 3, 2015 exercisable
for a period of five years, and (viii) a common stock purchase warrant held by the Victoria Trust to acquire 1,076,667 shares
of common stock at $0.10 per share issued on September 3, 2015 exercisable for a period of five years. Mr. Greene serves as the
trustee for the Victoria Trust and the Emily Trust. Mr. Greene serves as the manager of Fifth. Percentage of class calculated
based on an aggregate of 402,781,754 shares issued and outstanding. Fifth acquired 3,846,153 shares of common stock on December
19, 2017 on December 19, 2017. Further, in December 2017, Mr. Greene assigned 5,664,110 shares of Common Stock and a common stock
purchase warrant to acquire 1,041,665 shares of common stock to Fifth.
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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:
December 22, 2017
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/s/
Richard Greene
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Richard
Greene
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