0001398432-12-000296.txt : 20120406 0001398432-12-000296.hdr.sgml : 20120406 20120406164940 ACCESSION NUMBER: 0001398432-12-000296 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120406 DATE AS OF CHANGE: 20120406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Caragol William J CENTRAL INDEX KEY: 0001380465 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1690 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POSITIVEID Corp CENTRAL INDEX KEY: 0001347022 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 061637809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82925 FILM NUMBER: 12748471 BUSINESS ADDRESS: STREET 1: 1690 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 561-805-8008 MAIL ADDRESS: STREET 1: 1690 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 FORMER COMPANY: FORMER CONFORMED NAME: VeriChip CORP DATE OF NAME CHANGE: 20051215 SC 13D/A 1 caragol_sc13da11-032112.htm SCHEDULE 13D/A (AMENDMENT NO. 11) caragol_sc13da11-032112.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
 
                      PositiveID Corporation                    
(Name of Issuer)

                                         Common Stock - $0.01 par value                              
(Title of Class of Securities)

                                                     73740J 100                                                    
(CUSIP Number)

William J. Caragol
1690 South Congress Avenue, Suite 200
Delray Beach, Florida 33445
                                                 561-805-8008                                                     
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

                                                March 21, 2012                                                  
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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).
 
 
 
 
 
 
                     
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1
NAMES OF REPORTING PERSONS
 
William J. Caragol
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)   o
(b)   o  
   
3
SEC USE ONLY
 
 
   
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
WC
   
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
     
 
7
SOLE VOTING POWER
   
NUMBER OF
3,125,000
     
SHARES
8
SHARED VOTING POWER
BENEFICIALLY
  
OWNED BY
0
     
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
  
PERSON
2,750,000
     
WITH
10
SHARED DISPOSITIVE POWER
   
 
0
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,125,000
   
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.8%
   
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
                     
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This Amendment No. 11 to Schedule 13D relates to shares of common stock, par value $0.01 per share (the “Shares”) of PositiveID Corporation, a Delaware corporation (the “Issuer”), and amends and restates certain Items of the Schedule 13D, originally filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2008, as amended on February 27, 2009, October 1, 2009, October 19, 2009, October 21, 2009, October 26, 2009, November 17, 2009, March 26, 2010, May 24, 2010, December 10, 2010, and March 18, 2011 by furnishing the information set forth below. Information contained in the Schedule 13D, as amended, remains effective except to the extent it is amended, restated, supplemented or superseded by information contained in this Schedule 13D/A.

This Amendment No. 11 excludes Scott R. Silverman and R & R Consulting Partners, LLC, who had previously jointly reported beneficial ownership in Amendments No. 6 through No. 10 with Mr. Caragol.  As of December 30, 2011, Mr. Silverman and R & R Consulting Partners, ceased filing jointly with Mr. Caragol but will continue to report their beneficial ownership separately on Schedule 13D.

Item 2. Identity and Background

Item 2 is hereby amended in its entirety to read as follows:

The name of the reporting person is William J. Caragol. His business address is 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 and his present principal occupation is chairman of the board of the Issuer and chief executive officer of the Issuer. Mr. Caragol is a citizen of the United States of America. Mr. Caragol has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and was not, during the last five years, 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.

Item 5. Interest in Securities of the Issuer

The following information restates the information previously provided in Item 5.

(a) –(b)
 
William J. Caragol
 
Mr. Caragol beneficially owns 3,125,000 Shares, representing 2.8% of the outstanding Shares, which includes 300,000 Shares which there is a right to acquire voting power or dispositive power, or both, within 60 days.
 
Mr. Caragol has sole voting power over 3,125,000 Shares which are held directly by Mr. Caragol.  Mr. Caragol has sole dispositive power over 2,750,000 Shares that he directly owns.  Mr. Caragol lacks dispositive power over 375,000 Shares which are restricted as to transfer until January 1, 2013.
 
(c)  On March 21, 2012, Mr. Caragol resigned as a manager of Blue Moon Energy Partners LLC (“Blue Moon”). Prior to resigning as manager of Blue Moon, Mr. Caragol shared voting and dispositve power over 1,089,000 Shares owned by Blue Moon. As a result of Mr. Caragol’s resignation as manager, Mr. Caragol no longer benefically owns, for purposes of Section 13(d) of the Exchange Act, any securities held by Blue Moon. No other transactions involving the securities of the Issuer were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by Mr. Caragol.

(d)  No other person is known to have a right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Mr. Caragol.
 
 
 
 
                     
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(e) Mr. Caragol ceased to be the beneficial owner of more than 5% of the class of securities on March 21, 2012.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Not applicable.
 
 
 
 
                     
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Item 7. Material to be Filed as Exhibits

The following is filed as an exhibit to this Schedule 13D/A:

 
1.
Amendment No. 1 to Joint Filing Agreement December 30, 2011, among Scott R. Silverman, William J. Caragol and R & R Consulting Partners, LLC (incorporated by reference to Exhibit 1 of Amendment No. 11 to Schedule 13D filed by Scott R. Silverman on December 30, 2011).
 
 
 
 
                     
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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.

Date: April 6, 2012


/s/ William J. Caragol                                 
Name: William J. Caragol