Statement of Ownership (sc 13g)
January 15 2019 - 4:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
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NEXEON
MEDSYSTEMS INC
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(Name
of Issuer)
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Common
Stock, $0.001 Par Value
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(Title
of Class of Securities)
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65342G
203
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(CUSIP
Number)
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Rosellini
Family Irrv Tr 2
425
Carr 693 St. 1 PMB 220
Dorado,
PR 00646
Phone:
817-574-7033
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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January
8, 2019
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(Date
of Event which Requires Filing of this Statement)
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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 disclosures provided
in a prior cover page.
The
information required on 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 EAGLE EQUITIES, LLC
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosellini
Family Irrv Tr 2
TAX
ID: 83-6600171
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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
United
States
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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
0
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6.
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SHARED
VOTING POWER
402,785
(1)
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
402,785
(1)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
402,785
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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)
19.9%
(2)
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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(1)
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Represents
shares held by Rosellini Family Irrv Tr 2 (the “Trust”). Jack Price is the trustee of the Trust and has voting
and dispositive power over the securities held by the Trust.
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(2)
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Based
on the total of 2,023,646 outstanding shares of Common Stock as of January 15, 2019.
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1.
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NAMES
OF REPORTING PERSONS EAGLE EQUITIES, LLC
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jack
Price
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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
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE
VOTING POWER
0
|
|
|
6.
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SHARED
VOTING POWER
402,785
(1
)
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|
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7.
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SOLE
DISPOSITIVE POWER
0
|
|
|
8.
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SHARED
DISPOSITIVE POWER
402,785
(1)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
402,785
|
|
10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9%
(2)
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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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Represents
shares held by the Trust. Jack Price is the trustee of the Trust and has voting and dispositive power over the securities held
by the Trust.
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(2)
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Based
on the total of 2,023,646 outstanding shares of Common Stock as of January 15, 2019.
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Item
1.
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(a)
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Name
of Issuer
NEXEON
MEDSYSTEMS INC
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(b)
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Address
of Issuer’s Principal Executive Offices
1910 Pacific Avenue, Suite 20000
Dallas,
Texas 75201
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Item
2.
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(a)
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Name
of Person Filing
Rosellini
Family Irrv Tr 2 , and
Jack
Price
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(b)
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Address
of the Principal Office or, if none, residence
425
Carr 693 St. 1 PMB 220
Dorado,
PR 00646
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(c)
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Citizenship
Rosellini
Family Irrv Tr 2 was formed in the United States. Mr. Price is a citizen of the United States.
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(d)
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Title
of Class of Securities
Common
Stock, $0.001 par value per share
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(e)
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CUSIP
Number
65342G
203
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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:
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(a)
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☐
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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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☐
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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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☐
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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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☐
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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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☐
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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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☐
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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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☐
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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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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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☐
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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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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4. Ownership.
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(a)
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Amount beneficially owned:
402,785 (1)
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(b)
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Percent of class:
19.9%
(2)
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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:
0
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(ii)
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Shared power to vote or to direct the vote:
402,785 (1)
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(iii)
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Sole power to dispose or to direct the disposition
of:
0
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(iv)
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Shared power to dispose or to direct the disposition
of:
402,785 (1)
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(1)
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Represents shares
held by the Trust. Jack Price is the trustee of the Trust and has voting and dispositive power over the securities held by
the Trust.
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(2)
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Based on the total of 2,023,646 outstanding
shares of Common Stock as of January 15, 2019.
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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. ☐
N/A
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
Item
10. Certification.
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.
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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Dated: January 15, 2019
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Rosellini Family Irrv Tr 2
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By:
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/s/
Jack Price
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Name:
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Jack Price
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Title:
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Trustee
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Dated: January 15, 2019
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/s/
Jack Price
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Jack Price
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Exhibit
99.1
AGREEMENT TO FILE JOINT SCHEDULE
13G
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on
their behalf of a single Schedule 13G and any amendments thereto, with respect to the beneficial ownership by each of the undersigned
of shares of the common stock of NEXEON MEDSYSTEMS INC., a Nevada corporation. The undersigned hereby further agree
that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute one and the same instrument.
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Dated: January 15, 2019
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Rosellini Family Irrv Tr 2
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By:
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/s/
Jack Price
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Name:
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Jack Price
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Title:
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Trustee
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Dated:
January 15, 2019
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/s/
Jack Price
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Jack Price
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