- Amended Statement of Beneficial Ownership (SC 13D/A)
September 20 2010 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Pagano
13 D Amendment No. 1)
SENTISEARCH,
INC.
|
(Name
of Issuer)
|
|
COMMON
STOCK
|
(Title
of Class of Securities)
|
817305 10
5
(CUSIP
Number)
Robert J.
Mittman, Esq.
Blank
Rome LLP
405
Lexington Avenue
New York,
New York 10174
(212)
885-5555
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
September
8, 2010
|
|
|
(Date
of Event which Requires Filing of this Statement)
|
|
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box
¨
.
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 to whom copies are to be sent.
1
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).
SCHEDULE
13D
CUSIP
NO.
817305 10 5
|
|
Page
2 of 4 Pages
|
1
|
NAMES
OF REPORTING PERSONS
Joseph
K. Pagano
|
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,141,477
(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
|
9
|
SOLE
DISPOSITIVE POWER
2,141,477
(1)
|
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,141,477
(1)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
(based on 16,821,787 Shares of Common Stock issued and outstanding as of
August 12, 2010 as reported by the Company)
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
(1) Includes
(i) 1,616,477 shares owned directly by the Reporting Person, (ii) 25,000 shares
owned by the Joseph A. Pagano Jr. Trust (the “1987 Trust”) established for the
Reporting Person’s son, and for which the Reporting Person is the sole trustee
and (iii) 500,000 shares underlying options held by the Reporting Person and
exercisable within 60 days. The inclusion of the shares held by the
1987 Trust in this report shall not be deemed to be an admission by the
Reporting Person that he is the beneficial owner of such shares under Section
13D of the Act or otherwise. Does not include 1,651,972 shares held
by The Joseph A. Pagano, Jr. 2007 Trust, an irrevocable trust established by the
Reporting Person for his son, but over which the Reporting Person has no voting
or investment control.
Item
1.
|
Security
and Issuer.
|
This
Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends the Schedule 13D
filed on April 15, 2010 (as amended, the “Schedule 13D”). This
Schedule 13D relates to the common stock, par value $.0001 per share (“Common
Stock”) issued by Sentisearch, Inc., a Delaware corporation (the “Company”),
whose principal executive offices are located at 1217 South Flagler Drive, 3rd
Floor, West Palm Beach, FL 33401. Those items for which there has
been no change in the information previously reported are omitted from this
Amendment No. 1.
Item
2.
|
Identity
and Background.
|
|
|
|
|
|
|
Item
3.
|
Source
and Amount of Funds or other Consideration.
|
|
|
Item
4.
|
Purpose
of Transaction.
|
|
|
|
|
|
|
|
|
Item
5.
|
Interest
in Securities of the Issuer.
|
|
(a) -
(c)
Beneficial
ownership is calculated based upon 16,821,787 shares of the Company’s Common
Stock outstanding on August 12, 2010 as provided by the Company.
As of the
date of this filing, the Reporting Person beneficially owned 2,141,477 shares of
the Company’s Common Stock, representing 12.36% (calculated in accordance with
the instructions to Schedule 13D) of the issued and outstanding shares of the
Company’s Common Stock. Said securities consist of (i) 1,616,477
shares owned directly by the Reporting Person, (ii) 25,000 shares owned by the
1987 Trust and (iii) options to purchase 500,000 shares of the Company’s Common
Stock. The Reporting Person disclaims beneficial ownership of the
shares held by the 1987 Trust and the inclusion of the shares held by the 1987
Trust as set forth above, shall not be deemed to be an admission of beneficial
ownership under Section 13D of the Act or otherwise. On September 8,
2010, the Board of Directors of the Company granted the reporting Person options
to purchase 500,000 shares of the Company’s Common Stock. The
beneficial ownership of the Common Stock by the Reporting Person does not
include 1,651,972 shares held by The Joseph A. Pagano, Jr. 2007 Trust, an
irrevocable trust over which the Reporting Person has no voting or investment
control.
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Item
7.
|
Materials
to be filed as Exhibits.
|
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:
September 20, 2010
|
/s/
Joseph K. Pagano
|
|
JOSEPH
K. PAGANO
|
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