0001553350-14-000165.txt : 20140214 0001553350-14-000165.hdr.sgml : 20140214 20140214163432 ACCESSION NUMBER: 0001553350-14-000165 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECOSPHERE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001071760 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP [3530] IRS NUMBER: 203502861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81568 FILM NUMBER: 14617472 BUSINESS ADDRESS: STREET 1: 3515 S E LIONEL TERRACE CITY: STUART STATE: FL ZIP: 34996 BUSINESS PHONE: 5612874846 MAIL ADDRESS: STREET 1: 3515 S E LIONEL TERRACE CITY: STUART STATE: FL ZIP: 34996 FORMER COMPANY: FORMER CONFORMED NAME: ULTRASTRIP SYSTEMS INC DATE OF NAME CHANGE: 19990311 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCGUIRE DENNIS & JACQUELINE CENTRAL INDEX KEY: 0001266746 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3515 SE LIONEL TERRACE CITY: STUART STATE: FL ZIP: 34996 SC 13G/A 1 esph_sc13g.htm SC 13G/A Schedule 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

 (Amendment No. 5)*


Ecosphere Technologies, Inc.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


27922X105

(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)

 

 

¨

 Rule 13d-1(c)

 

 

þ

 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).

 



CUSIP No. 27922X105                                             13G                                             Page 2 of 4 Pages




1

 

 

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Dennis and Jacqueline McGuire

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

 

(b) ¨

 

 

3

 

 

SEC USE ONLY


 

4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION


United States of America

 

 

                              

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

 

5

SOLE VOTING POWER


27,814,500 (1)(2)(3)

 

 

6

SHARED VOTING POWER


623,378 (3)(4)

 

 

7

SOLE DISPOSITIVE POWER


27,814,500 (1)(2)(3)

 

 

8

SHARED DISPOSITIVE POWER


623,378 (3)(4)

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


28,437,878

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


14.8% (5)

 

12

 

 

TYPE OF REPORTING PERSON


IN – Individual

 


(1)  

Represents (i) 27,289,500 stock options held individually by Mr. McGuire and (ii) 525,000 stock options held individually by Mrs. McGuire.

(2)  

The options reported have vested or will vest within 60 days of December 31, 2013.

(3)

Ownership has been adjusted for a 5% stock dividend issued by the issuer in 2013.

(4)

Represents shares of common stock jointly owned by Mr. and Mrs. McGuire.

(5)

Based on 164,138,402 shares outstanding as of December 31, 2013.



CUSIP No. 27922X105                                             13G                                             Page 3 of 4 Pages



ITEM 1.


(a)

Name of Issuer: Ecosphere Technologies, Inc.

(b)

Address of Issuer’s Principal Executive Offices: 3515 S.E. Lionel Terrace, Stuart, FL 34997


ITEM 2.


(a)

Name of Person Filing: Dennis McGuire and Jacqueline McGuire

(b)

Address of Principal Business Office or, if none, Residence 3515 S.E. Lionel Terrace, Stuart, FL 34997.

(c)

Citizenship: United States of America

(d)

Title of Class of Securities: Common Stock

(e)

CUSIP Number: 27922X105


ITEM 3.

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:


Not Applicable.


ITEM 4.

OWNERSHIP.


See Item 5 through 9 and 11 of cover page. The amount beneficially owned includes, where appropriate, securities not outstanding, which are subject to options, warrants, rights or conversion privileges that are exercisable within 60 days of December 31, 2013.


ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.


Not Applicable.


ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.


Not Applicable.

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.


Not Applicable.

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.


Not Applicable.


ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.


Not Applicable.


ITEM 10.

CERTIFICATION


Not Applicable.




CUSIP No. 27922X105                                             13G                                             Page 4 of 4 Pages



SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



February 14, 2014

By:

/s/ Dennis McGuire

 

 

Dennis McGuire


February 14, 2014

By:

/s/ Jacqueline McGuire

 

 

Jacqueline McGuire