- Amended Statement of Ownership (SC 13G/A)
May 05 2010 - 6:02AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No.
8
)*
Interleukin Genetics,
Inc.
(Name of
Issuer)
Common Stock, $.001 par
value per share
(Title of
Class of Securities)
458738101
(CUSIP
Number)
April 6,
2010
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
*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.
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).
|
CUSIP
No.
458738101
|
13G
|
Page 2 of
9 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen
A. Garofalo
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
Joint
Filing
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
864,967
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
864,967
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
864,967
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
x
2,368,500
(See Item 4)
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
CUSIP
No.
458738101
|
13G
|
Page 3 of
9 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Judith
Garofalo, Trustee
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
Joint
Filing
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
2,368,500
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
2,368,500
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,368,500
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
CUSIP
No.
458738101
|
13G
|
Page 4 of
9 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Pedro
Torres, Trustee
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
Joint
Filing
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
2,368,500
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
2,368,500
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,368,500
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
CUSIP
No.
458738101
|
13G
|
Page 5 of
9 Pages
|
Interleukin
Genetics, Inc.
|
(b)
|
Address
of Issuer’s Principal Executive
Offices
|
|
(a)
|
Name
of Persons Filing
|
Stephen
A. Garofalo (“SAG”)
(collectively,
the “Reporting Persons”)
|
(b)
|
Address
of Principal Business Office or, if none,
Residence
|
The
residence address for SAG is 6 Teal Court, New City, New
York 10956-3156
The
residence address for each of JG and PT is 141 Monte Carlo Drive, Palm Beach
Gardens, Florida 33418.
Each
of the Reporting Persons are citizens of the United States.
|
(d)
|
Title
of Class of Securities
|
Common
Stock, $.001 par value per share (the “Common Stock”)
458738101
|
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:
NOT
APPLICABLE.
|
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(a)
|
¨
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
|
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|
|
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(b)
|
¨
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
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|
|
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(c)
|
¨
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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|
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(d)
|
¨
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
|
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|
|
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(e)
|
¨
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
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(f)
|
¨
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
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CUSIP
No.
458738101
|
13G
|
Page 6 of
9 Pages
|
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(g)
|
¨
|
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
|
|
|
|
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(h)
|
¨
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
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|
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(i)
|
¨
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
|
¨
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
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:
|
As
of the date of this filing: SAG beneficially owns 864,967 shares of Common Stock
of the Issuer consisting of, (i) 50,000 shares owned by SAG’s spouse; and (ii)
814,967 shares owned by First Global Technology Corp. (“First Global”). SAG is
the controlling stockholder of First Global and, as such, has the power to vote
and dispose of those shares of Common Stock owned by First Global. SAG disclaims
beneficial ownership of those shares owned by his Spouse.
On
April 6, 2010, SAG transferred the 2,368,500 shares of Common Stock previously
owned directly by him to the Stephen A. Garofalo 2010 Interleukin Grantor
Retained Annuity Trust (the “Trust”). SAG is the Grantor of the Trust and each
of JG and PT are the Trustees of the Trust (JG and PT, collectively the
“Trustees”). The Trust has a four year term, beginning on April 6, 2010 (the
“Term”). Each year during the Term, the Trustees are required to pay to SAG an
annuity amount. Such annuity amount may be paid in shares of the Issuer’s Common
Stock so that SAG may again beneficially own all or a part of the 2,368,500
shares of Common Stock initially transferred by him to the
Trust.
Each
of JG and PT may be deemed to beneficially own the 2,368,500 shares of Common
Stock owned by the Trust.
|
(b)
|
Percent
of class: Taking into consideration that 36,494,890 shares are issued and
outstanding as reported in the Issuer’s Form 10-K filed with the
Securities and Exchange Commission on March 25, 2010 for the fiscal
year ended December 31,
2009.
|
As of the
date of this filing:
SAG
beneficially owns 2.4% of the shares of Common Stock
outstanding.
Each
of JG and PT beneficially own 6.5% of the shares of Common Stock
outstanding.
|
(c)
|
Number
of shares as to which the person
has:
|
As of the
date of this filing:
|
|
(i)
|
Sole
power to vote or to direct the vote –
0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote –
SAG may be deemed to share the
power to vote or direct the vote as to (i) the 50,000 shares of Common
Stock owned by his spouse and (ii) the 814,967 shares of Common Stock
owned by First Global.
|
|
|
|
Each
of JG and PT share the power to vote or direct the vote of the 2,368,500
shares of Common Stock owned by the
Trust.
|
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CUSIP
No.
458738101
|
13G
|
Page 7 of
9 Pages
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(iii)
|
Sole
power to dispose or to direct the disposition of –
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of –
SAG may be deemed to share the
power to dispose or direct the disposition as to (i) the 50,000 shares of
Common Stock owned by his spouse and (ii) the 814,967 shares of Common
Stock owned by First
Global.
|
Each
of JG and PT share the power to dispose or direct the disposition of the
2,368,500 shares of Common Stock owned by the Trust.
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.
|
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check
the following [ ].
Please
refer to Item 4 herein.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
Applicable
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company.
|
Not Applicable
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Not
Applicable
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable
By
signing below the undersigned certifies that, to the best of our 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.
|
CUSIP
No.
458738101
|
13G
|
Page 8 of
9 Pages
|
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
|
Dated:
April 30, 2010
|
By:
|
/s/Stephen
A. Garofalo
|
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Stephen
A. Garofalo, Individually
|
|
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|
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/s/Judith
Garofalo
|
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Dated: April
30, 2010
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Judith
Garofalo, Trustee
|
|
|
|
|
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Dated:
April 30, 2010
|
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/s/Pedro
Torres
|
|
|
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Pedro
Torres,
Trustee
|
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CUSIP
No.
458738101
|
13G
|
Page 9 of
9 Pages
|
Exhibit
No. 1
JOINT
FILING AGREEMENT
The undersigned hereby consent to the
joint filing by any of them of a Statement on Schedule 13G and any
amendments thereto, whether heretofore or hereafter filed, relating to the
securities of Interleukin Genetics, Inc. and hereby affirms that this Schedule
13G is being filed on behalf of each of the undersigned.
|
Dated:
April 30, 2010
|
By:
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/s/Stephen
A. Garofalo
|
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Stephen
A. Garofalo, Individually
|
|
|
|
|
|
|
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/s/Judith
Garofalo
|
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Dated: April
30, 2010
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Judith
Garofalo, Trustee
|
|
|
|
|
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Dated:
April 30, 2010
|
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/s/Pedro
Torres
|
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Pedro
Torres, Trustee
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