SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FIILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 4)*
BANKS.COM, INC. |
(Name of Issuer)
Common Stock |
(Title of Class of Securities)
066470 105 |
(CUSIP Number)
December 31, 2011 |
(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)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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. 066470 105 | 13G | Page 1 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
Daniel M. ODonnell | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (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
731,726* | ||||
6 | SHARED VOTING POWER
8,015,739** | |||||
7 | SOLE DISPOSITIVE POWER
731,726* | |||||
8 | SHARED DISPOSITIVE POWER
8,015,739** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,747,465*** | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
32.6% | |||||
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* | Includes 300,000 shares of common stock issuable upon the conversion of 900,000 shares of Series C Preferred Stock owned by Pensco Trust Company Custodian FBO Daniel M. ODonnell, IRA. The Series C Preferred Stock is convertible into common stock at any time on a three-for-one basis. |
** | Includes (a) 500,000 shares of common stock issuable upon the conversion of 1,500,000 shares of Series C Preferred Stock owned by The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust, and (b) 2,083,333 shares of Common Stock issuable pursuant to a warrant held by The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust that is currently exercisable. The Series C Preferred Stock is convertible into common stock at any time on a three-for-one basis. |
*** | Includes (a) 300,000 shares of common stock issuable upon the conversion of 900,000 shares of Series C Preferred Stock owned by Pensco Trust Company Custodian FBO Daniel M. ODonnell, IRA, (b) 500,000 shares of common stock issuable upon the conversion of 1,500,000 shares of Series C Preferred Stock owned by The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust, and (c) 2,083,333 shares of Common Stock issuable pursuant to a warrant held by The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust that is currently exercisable. The Series C Preferred Stock is convertible into common stock at any time on a three-for-one basis. |
CUSIP No. 066470 105 | 13G | Page 2 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
Kimberly ODonnell | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (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
200,000* | ||||
6 | SHARED VOTING POWER
8,015,739** | |||||
7 | SOLE DISPOSITIVE POWER
200,000* | |||||
8 | SHARED DISPOSITIVE POWER
8,015,739** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,215,739*** | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.8% | |||||
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* | Represents 200,000 shares of common stock issuable upon the conversion of 600,000 shares of Series C Preferred Stock owned by Pensco Trust Company Custodian FBO Kimberly L. ODonnell, IRA. The Series C Preferred Stock is convertible into common stock at any time on a three-for-one basis. |
** | Includes (a) 500,000 shares of common stock issuable upon the conversion of 1,500,000 shares of Series C Preferred Stock owned by The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust, and (b) 2,083,333 shares of Common Stock issuable pursuant to a warrant held by The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust that is currently exercisable. The Series C Preferred Stock is convertible into common stock at any time on a three-for-one basis. |
*** | Includes (a) 200,000 shares of common stock issuable upon the conversion of 600,000 shares of Series C Preferred Stock owned by Pensco Trust Company Custodian FBO Kimberly L. ODonnell, IRA, (b) 500,000 shares of common stock issuable upon the conversion of 1,500,000 shares of Series C Preferred Stock owned by The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust, and (c) 2,083,333 shares of Common Stock issuable pursuant to a warrant held by The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust that is currently exercisable. The Series C Preferred Stock is convertible into common stock at any time on a three-for-one basis. |
CUSIP No. 066470 105 | 13G | Page 3 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (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
| ||||
6 | SHARED VOTING POWER
8,015,739* | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
8,015,739* | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,015,739* | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
28.0% | |||||
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
* | Includes (a) 500,000 shares of common stock issuable upon the conversion of 1,500,000 shares of Series C Preferred Stock owned by The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust, and (b) 2,083,333 shares of Common Stock issuable pursuant to a warrant held by The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust that is currently exercisable. The Series C Preferred Stock is convertible into common stock at any time on a three-for-one basis. |
CUSIP No. 066470 105 | 13G | Page 4 of 8 Pages |
Item 1 | (a) Name of Issuer: | |||
Banks.com, Inc. | ||||
(b) Address of Issuers Principal Executive Offices: | ||||
425 Market Street, Suite 2200, San Francisco, California 94105 | ||||
Item 2 | (a) Name of Person Filing: | |||
Daniel M. ODonnell, Kimberly ODonnell and The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust, created on May 26, 2005 under the laws of the state of California (the ODonnell Trust). Daniel M. ODonnell and his spouse, Kimberly ODonnell, are the trustees of the ODonnell Trust. | ||||
(b) Address of Principal Business Office or, if none, Residence: | ||||
The address of the principal business office is 425 Market Street, Suite 2200, San Francisco, California 94105. | ||||
(c) Citizenship: | ||||
Daniel M. ODonnell is a citizen of the United States of America, Kimberly ODonnell is a citizen of the United States of America and the ODonnell Trust is subject to the laws of the state of California. | ||||
(d) Title of Class of Securities: | ||||
Common Stock | ||||
(e) CUSIP Number: | ||||
066470 105 | ||||
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: | |||
(a) ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |||
(b) ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||
(c) ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
(d) ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||
(e) ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |||
(f) ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |||
(g) ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
CUSIP No. 066470 105 | 13G | Page 5 of 8 Pages |
(h) ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
(i) ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |||
(j) ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |||
(k) ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | |||
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4 | Ownership. |
Daniel M. ODonnell:
(a) Amount beneficially owned: 8,747,465 shares of common stock(1)
(b) Percent of class: 32.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 731,726
(ii) Shared power to vote or to direct the vote: 8,015,739
(iii) Sole power to dispose or to direct the disposition of: 731,726
(iv) Shared power to dispose or to direct the disposition of: 8,015,739
(1) Includes (a) 5,432,406 shares of common stock held by the ODonnell Trust, for which Daniel M. ODonnell and Kimberly ODonnell have shared voting and investment power, (b) 500,000 shares of common stock issuable upon the conversion of 1,500,000 shares of Series C Preferred Stock owned by the ODonnell Trust, for which Daniel M. ODonnell and Kimberly ODonnell have shared voting and investment power, (c) 300,000 shares of common stock issuable upon the conversion of 900,000 shares of Series C Preferred Stock owned by Pensco Trust Company Custodian FBO Daniel M. ODonnell, IRA, for which Daniel M. ODonnell has sole voting and dispositive power, (d) 431,726 shares of common stock held directly in the name of Daniel M. ODonnell, for which he has sole voting and dispositive power, and (e) 2,083,333 shares of Common Stock issuable pursuant to a warrant held by the ODonnell Trust that is currently exercisable. The Series C Preferred Stock is convertible into common stock at any time on a three-for-one basis. |
CUSIP No. 066470 105 | 13G | Page 6 of 8 Pages |
Kimberly ODonnell:
(a) Amount beneficially owned: 8,215,739 shares of common stock(2)
(b) Percent of class: 30.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 200,000
(ii) Shared power to vote or to direct the vote: 8,015,739
(iii) Sole power to dispose or to direct the disposition of: 200,000
(iv) Shared power to dispose or to direct the disposition of: 8,015,739
(2) | Includes (a) 5,432,406 shares of common stock held by the ODonnell Trust, for which Daniel M. ODonnell and Kimberly ODonnell have shared voting and investment power, (b) 500,000 shares of common stock issuable upon the conversion of 1,500,000 shares of Series C Preferred Stock owned by the ODonnell Trust, for which Daniel M. ODonnell and Kimberly ODonnell have shared voting and investment power, (c) 200,000 shares of common stock issuable upon the conversion of 600,000 shares of Series C Preferred Stock owned by Pensco Trust Company Custodian FBO Kimberly L. ODonnell, IRA, for which Kimberly ODonnell has sole voting and dispositive power, and (d) 2,083,333 shares of Common Stock issuable pursuant to a warrant held by the ODonnell Trust that is currently exercisable. The Series C Preferred Stock is convertible into common stock at any time on a three-for-one basis. |
The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust:
(a) Amount beneficially owned: 8,015,739 shares of common stock(3)
(b) Percent of class: 28.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 8,015,739
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 8,015,739
(3) | Includes (a) 5,432,406 shares of common stock held by the ODonnell Trust, for which Daniel M. ODonnell and Kimberly ODonnell have shared voting and investment power, (b) 500,000 shares of common stock issuable upon the conversion of 1,500,000 shares of Series C Preferred Stock owned by the ODonnell Trust, for which Daniel M. ODonnell and Kimberly ODonnell have shared voting and investment power, and (c) 2,083,333 shares of Common Stock issuable pursuant to a warrant held by the ODonnell Trust that is currently exercisable. The Series C Preferred Stock is convertible into common stock at any time on a three-for-one basis. |
CUSIP No. 066470 105 | 13G | Page 7 of 8 Pages |
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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]
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 or Control Person. |
Not applicable.
Item 8 | Identification and Classification of Members of the Group. |
See Exhibit A.
Item 9 | Notice of Dissolution of Group. |
Not applicable.
Item 10 | Certifications. |
Not applicable.
CUSIP No. 066470 105 | 13G | Page 8 of 8 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, 2012
The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust | ||
By: | /s/ Daniel M. ODonnell |
Name: | Daniel M. ODonnell, Trustee |
By: | /s/ Kimberly ODonnell |
Name: | Kimberly ODonnell, Trustee |
By: | /s/ Daniel M. ODonnell |
Name: | Daniel M. ODonnell | |
(Individual) |
By: | /s/ Kimberly ODonnell |
Name: | Kimberly ODonnell | |
(Individual) |
Exhibit A
Identification of Group Members
Daniel M. ODonnell, individually and as trustee
Kimberly ODonnell, individually and as trustee
The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust
Exhibit B
Joint Filing Agreement
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13G (including any and all amendments thereto) with respect to shares of common stock of Banks.com, Inc., and further agree that this Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that, no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 14th day of February, 2012.
The Daniel Michael ODonnell and Kimberly Linn ODonnell AB Living Trust |
By: | /s/ Daniel M. ODonnell |
Name: | Daniel M. ODonnell, Trustee |
By: | /s/ Kimberly ODonnell |
Name: | Kimberly ODonnell, Trustee |
By: | /s/ Daniel M. ODonnell |
Name: | Daniel M. ODonnell | |
(Individual) |
By: | /s/ Kimberly ODonnell |
Name: | Kimberly ODonnell | |
(Individual) |