- Amended Statement of Ownership (SC 13G/A)
February 15 2011 - 10:55AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment No.
1)*
(Title of
Class of Securities)
(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)
x
Rule
13d-1(c)
o
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).
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1
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NAMES
OF REPORTING PERSONS
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Seaside 88,
LP
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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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Florida
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5
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SOLE
VOTING POWER
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1,400,000
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NUMBER
OF
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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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0
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OWNED
BY
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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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1,400,000
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PERSON
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WITH:
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8
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SHARED
DISPOSITIVE POWER
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0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,400,000
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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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9.2%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES
OF REPORTING PERSONS
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Seaside 88 Advisors,
LLC
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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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Florida
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5
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SOLE
VOTING POWER
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1,400,000
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NUMBER
OF
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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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0
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OWNED
BY
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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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1,400,000
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PERSON
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WITH:
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8
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SHARED
DISPOSITIVE POWER
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0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,400,000
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|
|
|
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10
|
|
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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9.2%
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|
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|
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES
OF REPORTING PERSONS
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William J.
Ritger
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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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Florida
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5
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SOLE
VOTING POWER
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0
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NUMBER
OF
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|
|
|
|
|
|
SHARES
|
6
|
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
|
1,400,000
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OWNED
BY
|
|
|
|
|
|
|
EACH
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7
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SOLE
DISPOSITIVE POWER
|
REPORTING
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0
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PERSON
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WITH:
|
8
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SHARED
DISPOSITIVE POWER
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1,400,000
|
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|
|
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,400,000
|
|
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.2%
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|
|
|
|
12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
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NAMES
OF REPORTING PERSONS
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Denis M.
O’Donnell
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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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Massachusetts
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5
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SOLE
VOTING POWER
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0
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NUMBER
OF
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|
|
SHARES
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6
|
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
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1,400,000
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OWNED
BY
|
|
|
|
|
|
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EACH
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7
|
|
SOLE
DISPOSITIVE POWER
|
REPORTING
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0
|
PERSON
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WITH:
|
8
|
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SHARED
DISPOSITIVE POWER
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1,400,000
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|
|
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9
|
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,400,000
|
|
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
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|
|
o
|
|
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.2%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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SCHEDULE
13G
Item
1(a)
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Name
of Issuer.
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ProUroCare Medical, Inc.
Item
1(b)
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Address
of Issuer’s Principal Executive
Offices.
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6440
Flying Cloud Drive, Suite 101, Eden Prairie, MN 55344
Item
2(a)
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Name
of Person Filing.
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Seaside 88, LP
Seaside 88 Advisors, LLC
William J. Ritger
Denis M. O’Donnell
Item
2(b)
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Address
of Principal Business Office.
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The
principal business address of the reporting persons is 750 Ocean Royale Way,
Suite 805, North Palm Beach, FL 33408
Item
2(c)
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Place
of Organization.
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Reference
is made to Item 4 of pages 2-5 of this Schedule 13G/A, which Items are
incorporated herein by reference
Item
2(d)
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Title
of Class of Securities.
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Common Stock, $0.0001 par value per
share
74373C206
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)
o
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
o
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
o
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
o
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
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(e)
o
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
o
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
o
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
o
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)
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);
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(j)
o
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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Reference
is hereby made to Items 5-9 and 11 of pages 2-5 of this Schedule 13G/A, which
Items are incorporated by reference herein.
The
securities to which this Schedule relates (the “Securities”) are owned by
Seaside 88, LP, a Florida limited partnership (“Seaside”), for which Seaside 88
Advisors, LLC serves as general partner. William J. Ritger and Denis
M. O’Donnell, as managing members of the general partner of Seaside, may
therefore be deemed to beneficially own the Securities owned by Seaside for the
purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the
“Act”), insofar as they may be deemed to have the power to direct the voting or
disposition of those Securities.
Neither
the filing of this Schedule nor any of its contents shall be deemed to
constitute an admission that any of Seaside 88 Advisors, LLC, Mr. Ritger or Dr.
O’Donnell is, for any other purpose, the beneficial owner of any of the
Securities, and each of Seaside 88 Advisors, LLC, Mr. Ritger and Dr. O’Donnell
disclaims beneficial ownership as to the Securities, except to the extent of his
or its pecuniary interests therein.
Under the
definition of “beneficial ownership” in Rule 13d-3 under the Act, it is also
possible that the members of Seaside might be deemed the “beneficial owners” of
some or all of the Securities insofar as they may be deemed to share the power
to direct the voting or disposition of the Securities. Neither the
filing of this Schedule nor any of its contents shall be deemed to constitute an
admission that any of such individuals is, for any purpose, the beneficial owner
of any of the Securities, and such beneficial ownership is expressly
disclaimed.
The
calculation of percentage of beneficial ownership in Item 11 of pages 2-5 was
derived from the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2010 as filed with the Securities and Exchange Commission on
November 12, 2010, in which the Issuer stated that the number of shares of its
common stock outstanding as of November 12, 2010 was 15,248,028
shares.
Item
5
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Ownership
of Five Percent or Less of a Class.
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Not applicable.
Item
6
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Ownership
of More Than Five Percent on Behalf of Another
Person.
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Not applicable.
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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Not applicable.
Item
8
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Identification
and Classification of Members of the
Group.
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Not applicable.
Item
9
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Notice
of Dissolution of Group.
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Not applicable.
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, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date:
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February
14, 2011
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SEASIDE
88, LP
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By:
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SEASIDE
88 ADVISORS, LLC
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By:
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/s/ William J. Ritger
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William
J. Ritger, Manager
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SEASIDE
88 ADVISORS, LLC
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By:
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/s/ William J. Ritger
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William
J. Ritger, Manager
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WILLIAM
J. RITGER
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/s/ William J. Ritger
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William
J. Ritger
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DENIS
M. O’DONNELL
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/s/ Denis M. O’Donnell
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Denis
M.
O’Donnell
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EXHIBIT
INDEX
Exhibit
A
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Joint
Filing Undertaking
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Page
10
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EXHIBIT
A
JOINT
FILING UNDERTAKING
The
undersigned, being authorized thereunto, hereby execute this agreement as an
exhibit to this Schedule 13G/A to evidence the agreement of the below-named
parties, in accordance with rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on
behalf of each of such parties.
Date:
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February
14, 2011
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SEASIDE
88, LP
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By:
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SEASIDE
88 ADVISORS, LLC
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By:
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/s/ William J. Ritger
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William
J. Ritger, Manager
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SEASIDE
88 ADVISORS, LLC
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By:
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/s/ William J. Ritger
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William
J. Ritger, Manager
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WILLIAM
J. RITGER
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/s/ William J. Ritger
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William
J. Ritger
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DENIS
M. O’DONNELL
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/s/ Denis M. O’Donnell
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Denis
M.
O’Donnell
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