Torvec Inc - Amended Statement of Ownership (SC 13G/A)
February 06 2008 - 5:14PM
Edgar (US Regulatory)
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment
No. 9)*
TORVEC, INC.
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule13d-1(b)
o
Rule13d-1(c)
þ
Rule13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons 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).
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CUSIP No.
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891479107
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Page
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2
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of
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5
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1
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NAMES OF REPORTING PERSONS.
KEITH E. GLEASMAN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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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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UNITED STATES
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5
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SOLE VOTING POWER
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NUMBER OF
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4,859,713(1)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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4,466,666(2)
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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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PERSON
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4,859,713(1)
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WITH:
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8
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SHARED DISPOSITIVE POWER
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4,466,666(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,326,379(1)(2)
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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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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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29.45%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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INDIVIDUAL
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(1) Includes 31,818
common shares which may be purchased through the exercise of 10 year options granted 1/5/04 at $5.00
(2) Includes 2,800,000
shares held in trust for the benefit of Vernon and Margaret
Gleasmans grandchildren and 1,666,666 shares held in trust for
the benefit of James Gleasmans children.
Item 1(a) Name of issuer:
TORVEC, INC.
Item 1(b) Address of issuers principal executive offices:
1999 MOUNT
READ BLUD. BUILDING 3, ROCHESTER, NY 14615
2(a) Name of person filing:
KEITH E.
GLEASMAN
2(b) Address or principal business office or, if none, residence:
SAME
2(c) Citizenship:
UNITED STATES
2(d) Title of class of securities:
$.01 Par Value Common
2 (e) CUSIP No.:
891479107
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:
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control person in accordance with §240,13d-1(b)(1)(ii)(G);
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
o
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);
(j)
o
Group, in accordance
with §240.13d-l(b)(1)(ii)(J).
Item 4. Ownership
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: 9,326,379 (1)(2)
(b) Percent of class: 29.45
(c) Number of shares as to which the person has:
(i) Sole
power to vote or to direct the vote 4,859, 713 (1)
(ii) Shared power to vote or to direct the vote 4,466,666 (2)
(iii) Sole power to dispose or to direct the disposition of
4,859, 713 (1)
(iv) Shared power to dispose or to direct the
disposition of 4,466,666(2)
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(1)
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Includes 31,818 common shares which may be purchased by
exercise of 10 year options granted
1/5/04 at $5.00 per share.
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(2)
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Includes 2,800,000 shares hold in trust for the benefit of
Vernon and Margaret Coleasmeas
grandchildren and 1,666,666 shares held in trust for james
Gleasmans children.
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Instruction.
For computations regarding securities which represent a right to acquire an
underlying security see §240.13d-3(d)(1).
Item 5.
Ownership of
5
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 5 percent of the class of securities, check the following
o
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Instruction.
Dissolution of a group requires a response to this item.
Item 6.
Ownership of More than 5 Percent on Behalf of Another Person. If any other person is known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to
this item and, if such interest relates to more than 5 percent of the class, such person should be
identified. A listing of the shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund
is not required.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Item 8.
Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3 (j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identity of each member of the group.
Item 9.
Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
Item 10. Certifications
(a) The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business and 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.
(b) The following certification shall be included if the statement is filed pursuant to §240.13d-1
(c):
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.
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February 6, 2008
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Date
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/s/ Keith E. Gleasman
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Signature
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KEITH E. GLEASMAN, PRESIDENT
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Name/Title
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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 the filing person, evidence of
the representatives 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.
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.
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