Statement of Ownership (sc 13g)
February 13 2020 - 4:26PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 5)*
InterCloud
Systems, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
458488301
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule
13d-1(c)
[ ] Rule 13d-1(d)
*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).
SCHEDULE 13G
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CUSIP NO. 458488301
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Page 2 of 6
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Forward Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b) þ
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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
Delaware
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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
105,496,232 shares of Common Stock
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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
105,496,232 shares of Common Stock
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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
105,496,232 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)
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12
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13G
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CUSIP NO. 458488301
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Page 3 of 6
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Douglas Shooker
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b) þ
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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
United States of America
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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
105,496,232 shares of Common Stock
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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
105,496,232 shares of Common Stock
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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
105,496,232 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)
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12
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
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CUSIP NO. 458488301
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Page 4 of 6
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Item 1(a).
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Name of Issuer:
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InterCloud Systems, Inc. (the "Issuer")
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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1030 Broad Street
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Suite 102
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Shrewsbury, New Jersey 07702
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Items 2(a),
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(b) and (c).
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Name of Persons Filing, Address of Principal Business Office and Citizenship:
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This Amendment No. 5 to Schedule 13G
is being filed on behalf of Forward Investments, LLC and Douglas Shooker, as joint filers (collectively, the "Reporting Persons").
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The Reporting Persons have entered
into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 5 to Schedule 13G as Exhibit 1, pursuant to which
the Reporting Persons have agreed to file this Amendment No. 5 to Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as amended.
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The principal business office of
the Reporting Persons is 12030 Talus Place, Beverly Hills, CA 90210. For citizenship, see Item 4 of each cover page.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.0001
per share (the "Common Stock")
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Item 2(e).
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CUSIP Number:
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458488301
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SCHEDULE 13G
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CUSIP NO. 458488301
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Page 5 of 6
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(a)
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Amount beneficially owned:
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105,496,232 shares of Common Stock
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(b)
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Percent of class:
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Based on 950,522,109
shares of Common Stock of the Issuer outstanding as of December 31, 2019, and 105,496,232 shares of Common Stock issuable upon
the conversion of convertible notes beneficially owned by the Reporting Persons, the Reporting Persons hold approximately, but
not more than, 9.99% of the issued and outstanding Common Stock of the Issuer.
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(c)
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Number of shares to which such person has:
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(i)
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Sole power to vote or direct the vote: 105,496,232 shares of Common Stock
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(ii)
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Shared power to vote or direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 105,496,232 shares of Common Stock
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(iv)
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Shared power to dispose of or direct
the disposition of: 0
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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.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported 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 a 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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SCHEDULE 13G
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CUSIP NO. 458488301
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Page 6 of 6
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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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FORWARD INVESTMENTS, LLC
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By: /s/ Douglas Shooker
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Name: Douglas Shooker
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Title: Manager
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/s/ Douglas Shooker
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Douglas Shooker
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SCHEDULE 13G
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement
on Schedule 13G (including amendments thereto) with respect to 105,496,232 shares of Common Stock of InterCloud Systems, Inc. and
further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each
party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness
or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that
such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed
this Joint Filing Agreement on January 29, 2020.
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FORWARD INVESTMENTS, LLC
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By: /s/ Douglas Shooker
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Name: Douglas Shooker
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Title: Manager
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/s/ Douglas Shooker
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Douglas Shooker
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