- Amended Statement of Ownership (SC 13G/A)
February 10 2010 - 3:59PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
TORVEC, INC.
(Name of Issuer)
$.01 Par Value Common Stock
(Title of Class of Securities)
891479107
(CUSIP Number)
December 31, 2009
(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
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-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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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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4,913,757(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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4,913,757(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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9,380,423 (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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26.17%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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1N
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(1) Includes 31,818 common shares which may be purchased through the exercise of ten year options granted on January 5, 2004 exercisable at $5.00 per share.
(2) Includes 2,800,000 shares held in trust for the benefit of Vernon and Margaret Gleasmans
grandchildren of which Mr. Gleasman is co-trustee. Includes 1,666,666 shares held in trust for the benefit of
James Gleasmans children of which Mr. Gleasman is co-trustee.
Pages 2 of 6 Pages
Disclosure of the information specified in this schedule is mandatory, except for I.R.S.
identification numbers, disclosure of which is voluntary. The information will be used for the
primary purpose of determining and disclosing the holdings of certain beneficial owners of certain
equity securities. This statement will be made a matter of public record. Therefore, any
information given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use it for a variety of
purposes, including referral to other governmental authorities or securities self-regulatory
organizations for investigatory purposes or in connection with litigation involving the Federal
securities laws or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying security holders
and, therefore, in promptly processing statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except for I.R.S.
identification numbers, may result in civil or criminal action against the persons involved for
violation of the Federal securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A.
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Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14
following the calendar year covered by the statement or within the
time specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed
pursuant to Rule 13d-1(c) shall be filed within the time specified in
Rules 13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to
Rule 13d-1(d) shall be filed not later than February 14 following the
calendar year covered by the statement pursuant to Rules 13d-1(d) and
13d-2(b).
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B.
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Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as
that covered by a statement on this schedule may be incorporated by
reference in response to any of the items of this schedule. If such
information is incorporated by reference in this schedule, copies of
the relevant pages of such form shall be filed as an exhibit to this
schedule.
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C.
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The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be
so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
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(a)
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Name of Issuer: Torvec, Inc.
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(b)
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Address of Issuers Principal Executive Offices: 1999 Mount Read Blvd. Building 3,
Rochester, NY 14615
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(a)
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Name of Person Filing: Keith E. Gleasman
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(b)
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Address of Principal Business Office or, if none, Residence: Same
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(c)
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Citizenship: United States
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(d)
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Title of Class of Securities: $.01 par value common
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(e)
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CUSIP Number: 891479107
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Page 3 of 6 Pages
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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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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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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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(d)
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o
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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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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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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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o
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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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(i)
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o
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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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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Page 4 of 6 Pages
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 9,380,423(1),(2)
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(b)
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Percent of class: 26.17%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote 4,913,757(1)
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(ii)
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Shared power to vote or to direct the vote 4,466,666(2)
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(iii)
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Sole power to dispose or to direct the disposition of 4,913,757(1)
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(iv)
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Shared power to dispose or to direct the disposition of 4,466,666(2)
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Instruction.
For computations regarding securities which represent a right to acquire an
underlying security,
see
§240.13d-3(d)(1).(1)(2). See page 2 for footnote explanation.
(1)(2) See page 2 for footnote explanation.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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
o
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Instruction:
Dissolution of a group requires a response to this item.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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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 five 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.
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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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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(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 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.
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Item 8.
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Identification and Classification of Members of the Group
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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 §240.13d-1(c) or §240.13d-1(d), attach an
exhibit stating the identity of each member of the group.
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Item 9.
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Notice of Dissolution of Group
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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.
(a)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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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)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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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.
Page 5 of 6
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 3, 2010
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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
§240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
Page 6 of 6
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