0000919574-13-000729.txt : 20130211 0000919574-13-000729.hdr.sgml : 20130211 20130211163556 ACCESSION NUMBER: 0000919574-13-000729 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130211 DATE AS OF CHANGE: 20130211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOWERSTREAM CORP CENTRAL INDEX KEY: 0001349437 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83094 FILM NUMBER: 13592114 BUSINESS ADDRESS: STREET 1: 55 HAMMARLUND WAY CITY: MIDDLETOWN STATE: RI ZIP: 02842 BUSINESS PHONE: (401) 848-5848 MAIL ADDRESS: STREET 1: 55 HAMMARLUND WAY CITY: MIDDLETOWN STATE: RI ZIP: 02842 FORMER COMPANY: FORMER CONFORMED NAME: University Girls Calendar LTD DATE OF NAME CHANGE: 20060111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUSMAN CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001410831 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE STREET 2: SUITE 202 CITY: GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: 203-567-4544 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE STREET 2: SUITE 202 CITY: GREENWICH STATE: CT ZIP: 06870 SC 13G/A 1 d1357524_13g-a.htm d1357524_13g-a.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*


Towerstream Corporation
(Name of Issuer)


Common Stock, par value $0.001
(Title of Class of Securities)


892000100
(CUSIP Number)


December 31, 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)

[X]  Rule 13d-1(c)

[_]  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
892000100
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
Joel Lusman
  
     
     
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
  
 
United States of America
  
     
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
 
0
  
     
     
6.
SHARED VOTING POWER
  
 
1,885,586
  
     
     
7.
SOLE DISPOSITIVE POWER
  
 
0
  
     
     
8.
SHARED DISPOSITIVE POWER
  
 
1,885,586
  
     
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,885,586
  
     
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 
3.5%
  
     
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 
IN
  
 
 
 
 
 
 
 
CUSIP No
892000100
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
Lusman Capital Management, LLC
  
     
     
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
  
 
Delaware
  
     
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
 
0
  
     
     
6.
SHARED VOTING POWER
  
 
1,885,586
  
     
     
7.
SOLE DISPOSITIVE POWER
  
 
0
  
     
     
8.
SHARED DISPOSITIVE POWER
  
 
1,885,586
  
     
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,885,586
  
     
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 
3.5%
  
     
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 
OO
  

 
 
 


Item 1.
(a).
Name of Issuer:
  
   
Towerstream Corporation
  

 
(b).
Address of issuer's principal executive offices:
  
   
55 Hammarlund Way
  
   
Middletown, Rhode Island 02842
  

Item 2.
(a).
Name of person filing:
  
   
Joel Lusman
  
   
Lusman Capital Management, LLC
  
       

 
(b).
Address or principal business office or, if none, residence:
  
   
Joel Lusman:
c/o Lusman Capital Management, LLC
717 Fifth Avenue, 14th Floor
New York, NY 10022
 
  
   
Lusman Capital Management, LLC:
717 Fifth Avenue, 14th Floor
New York, NY 10022
  

 
(c).
Citizenship:
  
   
Joel Lusman:  United States of America
  
   
Lusman Capital Management, LLC:  Delaware
 
  

 
(d).
Title of class of securities:
  
   
Common Stock, par value $0.001
  

 
(e).
CUSIP No.:
  
   
892000100
  


 
 
 


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 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 of 1940 (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.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
  
   
Joel Lusman:
1,885,586 shares
   
Lusman Capital Management, LLC:
1,885,586 shares
       

 
(b)
Percent of class:
  
   
Joel Lusman:
3.5%
   
Lusman Capital Management, LLC:
3.5%
       


 
 
 


 
(c)
Number of shares as to which the person has:
 
   
Joel Lusman

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,885,586
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,885,586
.
         
   
Lusman Capital Management, LLC

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,885,586
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,885,586
.
         

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 [X].
   

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
N/A
   

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A
   

Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
 
N/A
   

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A
   

Item 10.
Certification.

   
By signing below, each Reporting Person certifies that, to the best of its 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
February 11, 2013
 
(Date)
   
 
Joel Lusman
 
/s/ Joel Lusman
 
(Signature)
   
   
 
Joel Lusman
 
(Name/Title)
   
   
 
February 11, 2013
 
(Date)
   
 
Lusman Capital Management, LLC
 
By:  /s/ Joel Lusman
 
(Signature)
   
 
Name: Joel Lusman
 
Title:  Managing Member
 
(Name/Title)
   
   
   
   
   
   
   
   
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 
 
 

Exhibit A

AGREEMENT

The undersigned agree that this Amendment 3 to Schedule 13G dated February 11, 2013 relating to the Common Stock, par value $0.001 of Towerstream Corporation, shall be filed on behalf of the undersigned.

Joel Lusman

/s/ Joel Lusman
   Joel Lusman


Lusman Capital Management, LLC

By: /s/ Joel Lusman
Name:  Joel Lusman
Title: Managing Member




 
SK 25583 0001 1357524