-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H8DNYGcireS/wuEvmZNexLwQaxc3uDRjTEB4ETK7KBvMJC10kxgwKV/JAAjRiKwN FN0hDl5bRQ11WL4BnZLhNA== 0001079973-10-000033.txt : 20100119 0001079973-10-000033.hdr.sgml : 20100118 20100119112243 ACCESSION NUMBER: 0001079973-10-000033 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100119 DATE AS OF CHANGE: 20100119 GROUP MEMBERS: BRIAN PEIERLS GROUP MEMBERS: E. JEFFREY PEIERLS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LPATH, INC CENTRAL INDEX KEY: 0001251769 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 161630142 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81182 FILM NUMBER: 10532404 BUSINESS ADDRESS: STREET 1: 6335 FERRIS SQUARE STREET 2: SUITE A CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-678-0800 MAIL ADDRESS: STREET 1: 6335 FERRIS SQUARE STREET 2: SUITE A CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: LPATH INC DATE OF NAME CHANGE: 20051202 FORMER COMPANY: FORMER CONFORMED NAME: NEIGHBORHOOD CONNECTIONS INC DATE OF NAME CHANGE: 20040323 FORMER COMPANY: FORMER CONFORMED NAME: JCG INC DATE OF NAME CHANGE: 20030702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Peierls Foundation, Inc. CENTRAL INDEX KEY: 0001327191 IRS NUMBER: 136082503 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O US TRUST COMPANY OF NY STREET 2: 114 WEST 47TH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 303-278-2889 MAIL ADDRESS: STREET 1: C/O US TRUST COMPANY OF NY STREET 2: 114 WEST 47TH STREET CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 peierls_13gz.htm SCHEDULE 13G AMENDMENT NO 2 peierls_13gz.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
Schedule 13G/A
 
Amendment No. 2
 
Under the Securities Exchange Act of 1934
 
Lpath, Inc.
(Name of Issuer)
 
Common Stock, $.001 par value
(Title of Class of Securities)
 
548910 10 8
(CUSIP Number)
 
December 31, 2008
(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)
 
 
ý
Rule 13d-1(c)
 
 
¨
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for the 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 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. 548910 10 8
 
(1)
Name of Reporting Person and I.R.S. Identification No. of Such Person (entities only)1
 
 
The Peierls Foundation, Inc.
Taxpayer I.D. No. 13-6082503

(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)
 
(b)           X
 
(3)
SEC Use Only ___________________________________________________________
 
(4)
Citizenship or Place of Organization
 
 
New York, USA
 
Number of Shares Beneficially Owned by Each Reporting
Person with:
(5)  Sole Voting Power: 
(6)  Shared Voting Power:        
(7)  Sole Dispositive Power:
(8)  Shared Dispositive Power:      
3,872,024 2
0
3,872,024 2
0
 
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person:  3,872,024 2
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) _______
 
(11)
Percent of Class Represented by Amount in Row (9):  7.21%
 
(12)
Type of Reporting Person (See Instructions):
 
 
CO

 
1 Joint filing pursuant to Rule 13d-1(k)(1).  This Schedule 13G is filed by The Peierls Foundation, Inc. (the “Foundation”).  This Schedule 13G is also being filed on behalf of E. Jeffrey Peierls, the President and a Director of the Foundation, and Brian E. Peierls, the Vice President and a Director of the Foundation.  E. Jeffrey Peierls and Brian E. Peierls may be deemed to share indirect ownership of the securities which the Foundation owns; however, they have no pecuniary interest in the securities owned by the Foundation.
 
2  Consists of 2,786,842 shares of common stock and 1,085,182 shares of common stock which may be acquired upon exercise of warrants.
 
 

 
 
(1)
Name of Reporting Person and I.R.S. Identification No. of Such Person (entities only)1
 
 
E. Jeffrey Peierls
 
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)
 
(b)           X
 
(3)
SEC Use Only ___________________________________________________________
 
(4) 
Citizenship or Place of Organization
 
 
USA
 
Number of Shares Beneficially Owned by Each Reporting
Person with:
(5)  Sole Voting Power: 
(6)  Shared Voting Power:        
(7)  Sole Dispositive Power:
(8)  Shared Dispositive Power:      
1,377,359 3
4,216,259 4
1,336,623 3
4,216,259 4
 
 
(9) 
Aggregate Amount Beneficially Owned by Each Reporting Person:  5,550,882
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) _______
 
(11) 
Percent of Class Represented by Amount in Row (9):  10.33%
 
(12) 
Type of Reporting Person (See Instructions):
 
 
IN

 
3 Consists of 381,579 shares of common stock and 158,902 shares of common stock which may be acquired upon exercise of warrants held by E. Jeffrey Peierls, and 638,948 shares of common stock and 197,930 shares of common stock which may be acquired upon exercise of warrants held by trusts of which E. Jeffrey Peierls is the sole trustee.
 
4 Consists of 2,786,842 shares of common stock and 1,085,182 shares of common stock which may be acquired upon exercise of warrants held by the Foundation, and 242,105 shares of common stock and 102,130 shares of common stock which may be acquired upon exercise of warrants held by a trust of which E. Jeffrey Peierls is a co-trustee.

 
 

 
 
(1)
Name of Reporting Person and I.R.S. Identification No. of Such Person (entities only)1
 
 
Brian E. Peierls
 
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)
 
(b)           X
 
(3)
SEC Use Only ___________________________________________________________
 
(4)
Citizenship or Place of Organization
 
 
USA
 
Number of Shares Beneficially Owned by Each Reporting
Person with:
(5)  Sole Voting Power: 
(6)  Shared Voting Power:        
(7)  Sole Dispositive Power:
(8)  Shared Dispositive Power:      
391,389 5
4,216,259 6
391,389 5
4,216,259 6
 
 
(9) 
Aggregate Amount Beneficially Owned by Each Reporting Person:  4,605,648
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) _______
 
(11) 
Percent of Class Represented by Amount in Row (9):  8.54%
 
(12) 
Type of Reporting Person (See Instructions):
 
 
IN


 
5 Consists of 278,947 shares of common stock and 112,442 shares of common stock which may be acquired upon exercise of warrants.
 
6 Consists of 2,786,842 shares of common stock and 1,085,182 shares of common stock which may be acquired upon exercise of warrants held by the Foundation, and 242,105 shares of common stock and 102,130 shares of common stock which may be acquired upon exercise of warrants held by a trust of which Brian E. Peierls is a co-trustee.


 
 
Item 1.  Name and Address of Issuer.
 
(a),(b)    Name and address of principal executive offices of Issuer:
 
Lpath, Inc.
6335 Ferris Square, Suite A
San Diego, CA 92121
Item 2.
 
The Peierls Foundation, Inc.
 
(a)    
Name of person filing:
 
The Peierls Foundation, Inc.
 
(b)    
Residence or Business Address:
 
c/o U.S. Trust Company of N.Y.
114 West 47th Street
New York, NY  10036
 
(c)    
Citizenship:

New York, USA entity
 
(d)     
Title and Class of Securities:
 
Common Stock, $.001 par value
 
(e)     
CUSIP Number:
 
           548910 10 8

E. Jeffrey Peierls
 
(a)    
Name of person filing:
 
E. Jeffrey Peierls
 
(b)    
Residence or Business Address:
 
73 S. Holman Way
Golden, CO 80401
 
(c)    
Citizenship:
 
USA
 
(d)     
Title and Class of Securities:
 
Common Stock, $.001 par value
 
(e)     
CUSIP Number:
     
                                548910 10 8
 
 
Brian E. Peierls
 
(a)    
Name of person filing:
 
Brian E. Peierls
 
(b)    
Residence or Business Address:
 
7808 Harvestman Cove
Austin, TX  78731
 
(c)    
Citizenship:
 
USA
 
(d)     
Title and Class of Securities:
 
Common Stock, $.001 par value
 
(e)     
CUSIP Number:
     
                                548910 10 8
Item 3.
 
 
N/A
 
Item 4.  Ownership.
 
 
(a)     
Amount beneficially owned:   See Item 9 of Cover Pages.
 
 
(b)     
Percent of class:  See Item 11 of Cover Pages.
 
 
(c)     
Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote:  See Item 5 of Cover Pages
 
 
(ii)
Shared power to vote or to direct the vote:  See Item 6 of Cover Pages
 
 
(iii)
Sole power to dispose or to direct the disposition of:  See Item 7 of Cover Pages
 
 
(iv)
Shared power to dispose or to direct the disposition of:  See Item 8 of Cover Pages
 
 
 
 
Item 5-9.  Ownership of Five Percent or Less of a Class
 
N/A
 
Item 10.  Certification
 
 The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
 
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 the Reporting Person’s knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct.
 

Date:  January 15, 2010
The Peierls Foundation, Inc.
 
By:    /s/  E. Jeffrey Peierls                                                                            
 E. Jeffrey Peierls, President

/s/ E. Jeffrey Peierls                                                                           
E. Jeffrey Peierls, Individually

/s/ Brian Peierls                                                                           
Brian E. Peierls, Individually
 
 
 
 
 
 
 
 
 
 

 
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