UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 2
Under the Securities Exchange Act of 1934
PROTEA BIOSCIENCES GROUP, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Securities)
(CUSIP Number)
Richard Rappaport
1900 Avenue of the Stars
Los Angeles, CA 90067
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 2, 2011
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
*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).
CUSIP No.
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1.
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Names of Reporting Persons
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IRS Identification Nos. of Above Persons (Entities Only)
WestPark Capital Financial Services LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
(b)
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4.
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Source of Funds (See Instructions) WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With:
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7.
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Sole Voting Power
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0
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8.
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Shared Voting Power
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N/A
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9.
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Sole Dispositive Power
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0
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10.
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Shared Dispositive Power
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N/A
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person 0
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11) 0%
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14.
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Type of Reporting Person (See Instructions) OO (limited liability company)
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1.
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Names of Reporting Persons
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IRS Identification Nos. of Above Persons (Entities Only)
Richard Rappaport
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
(b)
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4.
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Source of Funds (See Instructions) AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization United States
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Number of Shares Beneficially Owned by Each Reporting Person With:
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7.
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Sole Voting Power
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0%
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8.
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Shared Voting Power
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N/A
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9.
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Sole Dispositive Power
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0%
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10.
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Shared Dispositive Power
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N/A
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person 0%
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11) 0%
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14.
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Type of Reporting Person (See Instructions) IN
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This Amendment No. 2 on Schedule 13D/A (this “Amendment”) is filed on behalf of Richard Rappaport and WestPark Capital Financial Services LLC (the “Reporting Persons”) and amends that Schedule 13/D as previously filed with the Securities and Exchange Commission on November 9, 2005 and amended on August 7, 2007 (the “Original Filing”) relating to the common stock, par value $0.0001 per share (the “Common Stock”) of Protea Biosciences Group, Inc. (formerly SRKP 5, Inc.) (the “Company” or the “Issuer”). This Amendment No. 2 is being filed to report a material change in the facts set forth in Items three, four and six of the Schedule 13D/A.
Items 3, 4 and 6 of the Original Filing are hereby amended and restated as follows.
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Item 3.
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Source and Amount of Funds or Other Consideration
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On September 2, 2011 the Company entered into an Agreement and Plan of Merger, (the “Merger Agreement”) with Protea Biosciences, Inc. (“Protea”) and SRKP 5 Acquisition Corp. (“SRKP 5 Corp.”), a wholly owned subsidiary of the Company, pursuant to which SRKP 5 Corp. was merged with and into Protea (the “Merger”).
In connection with the Merger, the Reporting Persons entered into a Cancellation Agreement, dated September 2, 2011 (the “Cancellation Agreement”), by and among the Company and all of the shareholders of the Company immediately prior to the Merger pursuant to which the Reporting Persons agreed to cancel an aggregate of 2,195,250 shares of Common Stock (the “Shares”) of the Company and warrants to purchase an aggregate of 2,195,250 shares of Common Stock of the Issuer owned of record by the Reporting Persons.
The description of the Cancellation Agreement is intended to be a summary only and is qualified in its entirety by the form of the Cancellation Agreement filed as exhibits to the Company’s Form 8-K filed on September 9, 2011.
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Item 4.
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Purpose of Transaction
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The Reporting Persons disposed of the securities of the Issuer as set forth in Item 3 above, which is incorporated by reference herein.
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Item 5.
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Interest in Securities of the Issuer
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The Reporting Persons do not own any securities of the Issuer as a result of the transactions described herein. On September 2, 2011, the Reporting Persons ceased to be the owner of more than 5% of the Issuer’s outstanding common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Cancellation Agreement is filed as an exhibit to the Company’s Form 8-K filed on September 9, 2011 and incorporated herein by reference.
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Item 7.
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Material to Be Filed as Exhibits
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99.1 Joint Filing Agreement
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.
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September 12, 2011
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/s/ Richard Rappaport
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Richard Rappaport
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WestPark Capital Financial Services LLC
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By:
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/s/ Richard Rappaport
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Richard Rappaport, Chief Executive Officer
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agree to the joint filing of a statement on Schedule 13D, including amendments thereto, with respect to the Common Stock, $0.0001 par value, of Protea Biosciences Group, Inc. and further agree that this Joint Filing Agreement be included as an exhibit to such filings, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in any number of counterparts, all of which collectively shall constitute one and the same instrument.
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Dated: September 12, 2011
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/s/ Richard Rappaport
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Richard Rappaport
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WestPark Capital Financial Services LLC
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By:
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/s/ Richard Rappaport
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Richard Rappaport, Chief Executive Officer
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