0000950138-14-000175.txt : 20140212 0000950138-14-000175.hdr.sgml : 20140212 20140212151151 ACCESSION NUMBER: 0000950138-14-000175 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 GROUP MEMBERS: TAIL WIND FUND LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETSOL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001039280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954627685 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56913 FILM NUMBER: 14599772 BUSINESS ADDRESS: STREET 1: 23901 CALABASAS ROAD STREET 2: SUITE 2072 CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8182229195 MAIL ADDRESS: STREET 1: 23901 CALABASAS ROAD STREET 2: SUITE 2072 CITY: CALABASAS STATE: CA ZIP: 91302 FORMER COMPANY: FORMER CONFORMED NAME: NETSOL INTERNATIONAL INC DATE OF NAME CHANGE: 19990819 FORMER COMPANY: FORMER CONFORMED NAME: MIRAGE HOLDINGS INC DATE OF NAME CHANGE: 19970519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAIL WIND FUND LTD CENTRAL INDEX KEY: 0001074435 IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WINDERMERE HOUSE STREET 2: 404 EAST BAY STREET P O BOX SS-5539 CITY: BRITISH VIRGIN ISLES STATE: A1 ZIP: 00000 SC 13G/A 1 netsol13ga_02122014.htm netsol13ga_02122014.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(RULE 13d - 102)

Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)

(AMENDMENT NO. 2)*

NetSol Technologies, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

64115A204
(CUSIP Number)


December 31, 2013
(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
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).

(Continued on the Following Pages)

(Page 1 of 4)

 
 
 

CUSIP No. 64115A204                                                                                                              13G                                                                                                          Page 2 of 4 Pages


1.      NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               The Tail Wind Fund Ltd.

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)  [ ]
         (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

                A British Virgin Islands corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

                152,049

6.      SHARED VOTING POWER

                     0

7.      SOLE DISPOSITIVE POWER

                152,049

8.      SHARED DISPOSITIVE POWER

                     0

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                152,049

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
           EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                     1.7%

12.     TYPE OF REPORTING PERSON*

                     CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 

CUSIP No. 64115A204                                                                                                              13G                                                                                                          Page 3 of 4 Pages


This statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (the "Common  Stock") of NetSol Technologies, Inc. (the "Issuer") beneficially owned by the Reporting Person specified herein as of December 31, 2013 and amends and supplements the Schedule 13G filed by the Reporting Person on September 23, 2011 and amended on February 14, 2013 (the "Schedule 13G").  Except as set forth herein, the Schedule 13G is unmodified.


ITEM 4.         OWNERSHIP.


        Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

        (a)     Amount beneficially owned:

The Tail Wind Fund Ltd. (“Tail Wind”) beneficially owns a total of 152,049 shares of Common Stock, which shares are issuable upon exercise of a Warrant to purchase Common Stock held by Tail Wind.

        (b)   Percent of class:
 
Tail Wind’s beneficial ownership of 152,049 shares of Common Stock constitutes 1.7% of all the outstanding shares of Common Stock, based upon 9,061,075 shares of Common Stock outstanding as of November 6, 2013 as reported by the Issuer in its most recent Form 10-Q filed on November 8, 2013, plus the shares issuable upon exercise of the above-referenced warrant.

        (c)   Number of shares as to which such person has:

                (i)     Sole power to vote or to direct the vote

152,049

                (ii)    Shared power to vote or to direct the vote

                              Not applicable.

                (iii)   Sole power to dispose or to direct the disposition of

152,049

                (iv)    Shared power to dispose or to direct the disposition of

                              Not applicable.

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].


ITEM 10.        CERTIFICATION.

        By signing below the undersigned certifies that, to the best of its
        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.

 
 
 

CUSIP No. 64115A204                                                                                                              13G                                                                                                          Page 4 of 4 Pages





                                                                                                    SIGNATURE

        After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.


Dated: February 12, 2014                                                                           THE TAIL WIND FUND LTD.



                                                                                                                     By:  /s/ Andrew P. MacKellar, Director
                                                                                          
                                                                                                      Andrew P. MacKellar, Director