Statement of Ownership (sc 13g)
February 13 2013 - 7:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
ProUroCare Medical Inc.
(Name of
Issuer)
Common Stock
(Title of
Class of Securities)
74373C206
(CUSIP
Number)
December 31, 2012
(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).
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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)
¨
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(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
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Florida
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5
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SOLE VOTING POWER
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671,714
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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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671,714
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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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671,714
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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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.8%
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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)
¨
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(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
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Florida
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5
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SOLE VOTING POWER
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671,714
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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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671,714
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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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671,714
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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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þ
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.8%
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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)
¨
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(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
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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
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6
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SHARED VOTING POWER
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BENEFICIALLY
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671,714
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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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0
|
PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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671,714
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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671,714
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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þ
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.8%
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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)
¨
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(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
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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
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SHARED VOTING POWER
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BENEFICIALLY
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671,714
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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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0
|
PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
|
|
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671,714
|
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
671,714
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
þ
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.8%
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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.
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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
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Item 2(a)
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Name of Person Filing.
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Seaside 88, LP
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Seaside 88 Advisors, LLC
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William J. Ritger
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Denis M. O’Donnell
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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 11911 US Highway One, Suite 201-13, North Palm Beach, FL 33408
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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, which Items are incorporated herein by reference
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Item 2(d)
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Title of Class of Securities.
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Common Stock, $0.0001 par value per share
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Item 2(e)
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CUSIP Number.
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74373C206
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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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¨
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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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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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¨
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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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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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Reference is hereby
made to Items 5-9 and 11 of pages 2-5 of this Schedule 13G, 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, 2012 as filed with the Securities and Exchange Commission on November 16, 2012, in which the Issuer
stated that the number of shares of its common stock outstanding as of November 8, 2012 was 17,508,764 shares.
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Item 5
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Ownership of Five Percent or Less of a Class.
þ
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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 On 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 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 13, 2013
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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 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.
Dated: February 13, 2013
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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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