Broadview Institute, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

111381109

(CUSIP Number)

Terry L. Myhre
4156 Brynwood Drive
Naples, Florida 34119
(651) 332-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 13, 2015

(Date of Event which Requires Filing of this Statement)

CUSIP No. 111381109

13D

Page 2 of 8 Pages

1

names of reporting persons

Terry L. Myhre

2

check the appropriate box if a member of a group (see instructions)

3

sec use only

4

source of funds (see instructions)

PF

5

check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)

Not applicable

6

citizenship or place of organization

U.S.A.

NUMBER OF

7

sole voting power

94,110,241 (1)

8

shared voting power

0

9

sole dispositive power

94,110,241 (1)

10

shared dispositive power

0

11

aggregate amount beneficially owned by each reporting person

94,110,241 (1)

12

check if the aggregate amount in row (11) excludes certain shares (see instructions)

13

percent of class represented by amount in row (11)

96.5%

14

type of reporting person (see instructions)

IN

(a) and (f)

Terry L. Myhre (“Mr. Myhre”) is an individual and citizen of the United States of America.

During the last five years, Mr. Myhre has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Based upon his evaluation of the Company’s financial condition, market conditions and other factors he may deem material, Mr. Myhre may seek to acquire additional shares of the Company’s Common Stock in the open market or in private transactions, or may dispose of all or any portion of the shares currently owned or which may be acquired upon the conversion of Series B Preferred Stock.  

Except as described below, Mr. Myhre presently does not have any definitive plans or proposals that relate to or would result in transactions of the kind described in paragraphs (a) through (j) of Item 4 of Schedule 13D, although he may, at any time and from time to time, review, reconsider and discuss with the Company or others his positions with respect to the Company which could thereafter result in the adoption of such plans or proposals.

Mr. Myhre has from time to time discussed with other members of the Company’s Board of Directors (the “Board”) and members of Company management the burdens of the Company’s operation as a publicly-traded and SEC-reporting company and the potential benefits of the Company engaging in a “going private” transaction to relieve those burdens.  In November 2014, the Board formed a special committee (the “Special Committee”) to consider and analyze the feasibility of the Company engaging in a reverse stock split that would effect a “going private” transaction by converting all fractional shares of Company common stock following the reverse stock split (which is anticipated to be all shares owned by holders other than Mr. Myhre) into the right to receive a cash payment equal to the fair value of such fractional shares (such transaction the “Reverse Stock Split”). The Reverse Stock Split would, among other effects, have the effect of causing the Company’s common stock to cease being quoted on the OTCQB and to become eligible for a termination of its registration under the Securities Exchange Act of 1934, as amended.

Mr. Myhre has been advised that the Special Committee engaged a financial advisor, pursuant to an engagement letter dated January 30, 2014, to provide an analysis of the value of the Company’s common stock in order to allow the Special Committee to determine the feasibility of the Reverse Stock Split.

On April 29, 2015, the Special Committee informed Mr. Myhre that it intends to recommend that the Company proceed with the Reverse Stock Split, with a price of $0.05 per pre-Reverse Stock Split share that is cashed out (which is anticipated to shares held by all stockholders other than Mr. Myhre). Following the Special Committee’s description of the Reverse Stock Split, Mr. Myhre informed the Special Committee that he plans to take any actions necessary or appropriate to support such transaction, subject to final approval of the Special Committee and the Board.

On May 13, 2015, the Company and Mr. Myhre filed a Transaction Statement on Schedule 13E-3 as an initial step to implement the Reverse Stock Split. Mr. Myhre anticipates that the Reverse Stock Split will be completed in the next few months.

On March 25, 2003, Mr. Myhre and the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, Mr. Myhre purchased 700,000 shares of Common Stock at $0.65 per share and received registration rights under a Registration Rights Agreement. In addition to the purchase of shares, Mr. Myhre received a Common Stock Purchase Warrant to purchase 350,000 shares of Common Stock, which was exercised in full on March 30, 2005. The Company also granted Mr. Myhre certain registration rights related to the shares issuable upon exercise of the Common Stock Purchase Warrant. The registration rights for both the 700,000 shares of Common Stock and the shares issuable upon exercise of the Common Stock Purchase Warrant expired on March 25, 2006. Copies of the Purchase Agreement, the Registration Rights Agreement and the Common Stock Purchase Warrant are attached hereto as Exhibits and they are incorporated herein by reference. The foregoing descriptions of each of the Purchase Agreement, Registration Rights Agreement and the Common Stock Purchase Warrant are qualified in their entirety by reference thereto.

On March 30, 2005, Mr. Myhre and the Company entered into an Investment Representation Letter and Subscription Agreement (the “2005 Subscription Agreement”). Pursuant to the 2005 Subscription Agreement, on March 30, 2005, Mr. Myhre purchased 500,000 units (the “2005 Units”) from the Company, at a price of $1.25 per 2005 Unit, for an aggregate purchase price of $625,000. Each 2005 Unit consisted of one share of Series B Stock, $0.01 par value per share (the “Series B Stock”), and detachable warrants to purchase two shares of Common Stock at an exercise price of $1.25 per share (collectively, the “2005 Warrant”). Each share of Series B Stock is convertible into one share of Common Stock. As of March 30, 2012, the 2005 Warrant was fully exercised. The Company also granted Mr. Myhre certain registration rights, with respect to all of the 2005 Units purchased by Mr. Myhre, including all of the underlying shares of Common Stock issuable upon the exercise of the 2005 Warrant and the conversion of the Series B Stock, pursuant to the terms of the 2005 Subscription Agreement. These registration rights expired on March 30, 2008. Copies of the 2005 Subscription Agreement and the 2005 Warrant are attached hereto as Exhibits and they are incorporated herein by reference. The foregoing descriptions of each of the 2005 Subscription Agreement and the 2005 Warrant are qualified in their entirety by reference thereto.

On July 1, 2005, Mr. Myhre entered into a Stock Exchange Agreement (the “Exchange Agreement”) among the Company, C-Square Educational Enterprises (“C-Square”), a Utah corporation doing business as Broadview University (f/k/a Utah Career College), a for-profit post-secondary institution, in Utah, Roger C. Kuhl (“Kuhl”) and two trusts established by Norman H. Winer (the “Winer Trusts”). Messrs. Myhre and Kuhl and the Winer Trusts (collectively, the “Sellers”) were the owners of 100% of the issued and outstanding common stock of C-Square. Pursuant to the Exchange Agreement, at the Closing thereunder (which also occurred on July 1, 2005), Mr. Myhre transferred all of his shares of C-Square common stock to the Company in exchange for 3,403,750 shares of the Company’s Common Stock. Mr. Myhre remains bound by certain indemnification obligations to the Company pursuant to the terms of the Exchange Agreement. The Exchange Agreement is an Exhibit hereto and is incorporated herein by reference. The foregoing description of the Exchange Agreement is qualified in its entirety by reference thereto.

On March 29, 2013, Mr. Myhre entered into an Investment Representation Letter and Subscription Agreement (the “2013 Subscription Agreement”) with the Company in which he agreed to purchase 4,500,000 units (the “2013 Units”) at a price of $1.00 per 2013 Unit, for a total purchase price of $4,500,000. The 2013 Units consist of one share of Company Series B Preferred Stock, $0.01 par value per share (the “Series B Stock”) and detachable warrants to purchase two (2) shares of Common Stock, $0.01 par value per share (collectively, the “2013 Warrant”) at an exercise price of $0.50 per share. In addition, Mr. Myhre agreed to purchase from the Company 4,500,000 shares of Common Stock at a price of $0.25 per share, for a total purchase price of $1,125,000. Mr. Myhre used personal funds to purchase the 2013 Units and the Common Stock as described in this item.

The foregoing descriptions of each of the 2013 Subscription Agreement, the Series B Stock, and the 2013 Warrant are qualified in their entirety by reference thereto.

On March 28, 2014, Mr. Myhre entered into an Investment Representation Letter and Subscription Agreement (the “2014 Subscription Agreement”) with the Company in which he agreed to purchase 70,000,000 shares of Common Stock at a price of $0.07 per share, for a total purchase price of $4,900,000. Mr. Myhre used personal funds to purchase the shares of Common Stock as described in this item. The 2014 Subscription Agreement is qualified in its entirety by reference thereto. Additionally, the Company granted Mr. Myhre certain registration rights, with respect to all of the shares of Common Stock purchased by Mr. Myhre pursuant to the terms of the 2014 Subscription Agreement. These registration rights will expire on March 29, 2016.

On March 30, 2015, Mr. Myhre used personal funds to purchase 4,500,000 shares of Common Stock, $0.01 par value per share, at an aggregate exercise price of $2,225,000, through exercise of a portion of the warrant previously issued to Mr. Myhre on March 29, 2013 with the 2013 Subscription Agreement.

Exhibit 1:

Securities Purchase Agreement – incorporated by reference to Exhibit 1 to Schedule 13D filed May 9, 2003.

Exhibit 2:

Registration Rights Agreement – incorporated by reference to Exhibit 2 to Schedule 13D filed May 9, 2003.

Exhibit 3:

Common Stock Purchase Warrant dated March 25, 2003 – incorporated by reference to Exhibit 3 to Schedule 13D filed May 9, 2003.

Exhibit4:

Investment Representation Letter and Subscription Agreement dated March 30, 2005 – incorporated by reference to Exhibit 5 to Amendment No. 1 to Schedule 13D filed June 14, 2005.

Exhibit 5:

Common Stock Purchase Warrant dated March 30, 2005 – incorporated by reference to Exhibit 6 to Amendment No. 1 to Schedule 13D filed June 14, 2005.

Exhibit6:

Stock Exchange Agreement dated July 1, 2005 – incorporated by reference to Exhibit 2.1 to Broadview Media, Inc.’s Current Report on Form 8-K filed July 8, 2005.

Exhibit 7:

Amended and Restated Certificates of Designation of Series A Preferred Stock and of Series B Preferred Stock dated April 5, 2013 – incorporated by reference to Exhibit 4.1 to the Company’s Amendment to the Current Report on Form 8-K filed April 10, 2013.

Exhibit 9:

Common Stock Purchase Warrant dated March 29, 2013 – incorporated by reference to Exhibit 9 to the Amendment No. 5 to this Schedule 13D filed June 25, 2013.

Exhibit 10:

Investment Representation Letter and Subscription Agreement dated March 28, 2014 – incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 1, 2014.

Dated: May 14, 2015

Terry L. Myhre

1

Securities Purchase Agreement – incorporated by reference to Exhibit 1 to Schedule 13D filed May 9, 2003.

2

Registration Rights Agreement – incorporated by reference to Exhibit 2 to Schedule 13D filed May 9, 2003.

3

Common Stock Purchase Warrant dated March 25, 2003 – incorporated by reference to Exhibit 3 to Schedule 13D filed May 9, 2003.

4

Investment Representation Letter and Subscription Agreement dated March 30, 2005 – incorporated by reference to Exhibit 5 to Amendment No. 1 to Schedule 13D filed June 14, 2005.

5

Common Stock Purchase Warrant dated March 30, 2005 – incorporated by reference to Exhibit 6 to Amendment No. 1 to Schedule 13D filed June 14, 2005.

6

Stock Exchange Agreement dated July 1, 2005 – incorporated by reference to Exhibit 2.1 to Broadview Media, Inc.’s Current Report on Form 8-K filed July 8, 2005.

7

Amended and Restated Certificates of Designation of Series A Preferred Stock and of Series B Preferred Stock dated April 5, 2013 – incorporated by reference to Exhibit 4.1 to the Company’s Amendment to the Current Report on Form 8-K filed April 10, 2013.

8

Investment Representation Letter and Subscription Agreement dated March 29, 2013 – incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the Current Report on Form 8-K filed April 10, 2013.

9

Common Stock Purchase Warrant dated March 29, 2013 – incorporated by reference to Exhibit 9 to the Amendment No. 5 to this Schedule 13D filed June 25, 2013.

10

Investment Representation Letter and Subscription Agreement dated March 28, 2014 – incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 1, 2014.