0001415889-12-000576.txt : 20120420 0001415889-12-000576.hdr.sgml : 20120420 20120420144914 ACCESSION NUMBER: 0001415889-12-000576 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120420 DATE AS OF CHANGE: 20120420 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADELMAN JASON T CENTRAL INDEX KEY: 0001247604 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 900 PARK AVENUE STREET 2: APARTMENT 15A CITY: NEW YORK STATE: NY ZIP: 10021 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MetaStat, Inc. CENTRAL INDEX KEY: 0001404943 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 208753132 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83872 FILM NUMBER: 12770584 BUSINESS ADDRESS: STREET 1: 4 AUTUMNWOOD COURT CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813630003 MAIL ADDRESS: STREET 1: 4 AUTUMNWOOD COURT CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: Photovoltaic Solar Cells, Inc. DATE OF NAME CHANGE: 20070627 SC 13G 1 formsc13g-04202012_110406.htm FORM schedule-13g
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934


 
MetaStat, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
71942A208
(CUSIP Number)
April 9 , 2012
(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 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. 71942A208
  (1)   

Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)

 

    Jason T. Adelman

    
  (2)  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  
(b)  
  (3)  

SEC Use Only

 
  (4)  

Citizenship or Place of Organization

 

    United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    (5)    

Sole Voting Power

 

    0
   (6)   

Shared Voting Power

 

    1,408,003 (762,688 shares are owned as Joint Tenants with Right of Survivorship with spouse Cass G. Adelman, 297,000 shares are held by Cass G. Adelman as Custodian for Jasper G. Adelman UTMA NY, and 275,000 shares are held by Cass G. Adelman as Custodian for Philippa G. Adelman UTMA NY)
   (7)   

Sole Dispositive Power

 

    0
   (8)   

Shared Dispositive Power

 

    1,408,003 (762,688 shares are owned as Joint Tenants with Right of Survivorship with spouse Cass G. Adelman, 297,000 shares are held by Cass G. Adelman as Custodian for Jasper G. Adelman UTMA NY, and 275,000 shares are held by Cass G. Adelman as Custodian for Philippa G. Adelman UTMA NY)

(9)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,408,003

(10)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   [   ]

 

    (See Instructions)

(11)

  

Percent of Class Represented by Amount in Row (9)

 

    7.0

(12)

  

Type of Reporting Person (See Instructions)

 

    IN

Item 1.
(a) Name of Issuer
MetaStat, Inc.
(b) Address of Issuer's Principal Executive Offices
4 Autumnwood Court
The Woodlands, Texas, 77380

Item 2.
(a) Name of Person Filing
Jason T. Adelman
(b) Address of Principal Business Office or, if none, Residence
Cipher Capital Partners LLC
c/o Rothschild
1251 Avenue of the Americas, Suite 936
New York, NY 10020
(c) Citizenship
United States
(d) Title of Class of Securities
Common Stock, par value $0.01 per share
(e) CUSIP Number
71942A208

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);
(h)
[   ]
A savings associations 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 of 1940 (15 U.S.C. 80a-3);
(j)
[   ]
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.
(a) Amount beneficially owned:
Jason T. Adelman beneficially owns 1,408,003 shares consisting of (i) 762,688 shares of common stock held as Joint Tenants with his spouse Cass G. Adelman (ii) 73,335 shares of common stock underlying warrants held as Joint Tenants with his spouse Cass G. Adelman, (iii) 297,000 shares of common stock held by Cass G. Adelman as Custodian for Jasper G. Adelman UTMA NY and(iv) 275,000 shares of common stock held by Cass G. Adelman as Custodian for Philippa G. Adelman UTMA NY.
(b) Percent of class:
7.0
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
1,408,003 (762,688 shares are owned as Joint Tenants with Right of Survivorship with spouse Cass G. Adelman, 297,000 shares are held by Cass G. Adelman as Custodian for Jasper G. Adelman UTMA NY, and 275,000 shares are held by Cass G. Adelman as Custodian for Philippa G. Adelman UTMA NY)
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
1,408,003 (762,688 shares are owned as Joint Tenants with Right of Survivorship with spouse Cass G. Adelman, 297,000 shares are held by Cass G. Adelman as Custodian for Jasper G. Adelman UTMA NY, and 275,000 shares are held by Cass G. Adelman as Custodian for Philippa G. Adelman UTMA NY)

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.
N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A

Item 8. Identification and Classification of Members of the Group.
N/A

Item 9. Notice of Dissolution of Group.
N/A

Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
 
 
SIGNATURES
 
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 20, 2012
By: /s/ Jason T. Adelman
Name: Jason T. Adelman