0001430283-12-000002.txt : 20120514
0001430283-12-000002.hdr.sgml : 20120514
20120514165212
ACCESSION NUMBER: 0001430283-12-000002
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120514
DATE AS OF CHANGE: 20120514
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Moore Noel G
CENTRAL INDEX KEY: 0001430283
FILING VALUES:
FORM TYPE: SC 13G
MAIL ADDRESS:
STREET 1: 222 W ADAMS ST, STE 2200
CITY: CHICAGO
STATE: IL
ZIP: 60606
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SCIENTIFIC LEARNING CORP
CENTRAL INDEX KEY: 0001042173
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200]
IRS NUMBER: 943234458
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-58137
FILM NUMBER: 12839396
BUSINESS ADDRESS:
STREET 1: 300 FRANK H. OGAWA PLAZA
STREET 2: STE 600
CITY: OAKLAND
STATE: CA
ZIP: 94612-2040
BUSINESS PHONE: 5104443500
MAIL ADDRESS:
STREET 1: 300 FRANK H. OGAWA PLAZA
STREET 2: SUITE 600
CITY: OAKLAND
STATE: CA
ZIP: 94612-2040
SC 13G
1
Moore_13g_Dec_2011.txt
MOORE 13G FILING
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
(Name of Issuer)
Scientific Learning Corporation
(Title of Class of Securities)
Common Stock
(CUSIP Number)
808760102
(Date of Event Which Requires Filing of this
Statement)
December 31, 2011
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).
Persons who respond to the collection of information
contained in this form are not
required to respond unless the form displays a
currently valid OMB control number.
13G
CUSIP No. 808760102
Page X of XX
1. Names of Reporting Persons.
Noel G. Moore
2. Check the Appropriate Box if a Member of a Group
(a) ?
(b) ?
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Nu
mb
er
of
Sh
ar
es
Be
ne
fi
ci
al
ly
Ow
ne
d
by
Ea
ch
Re
po
rt
in
g
Pe
rs
on
Wi
th
:
5. Sole Voting Power
1,759,077
6. Shared Voting Power
N/A
7. Sole Dispositive Power
1,759,077
8. Shared Dispositive Power
N/A
9. Aggregate Amount Beneficially Owned by Each
Reporting Person
1,759,077
10. Check if the Aggregate Amount in Row (9)
Excludes Certain Shares ?
11. Percent of Class Represented by Amount in Row
(9)
9.4%
12. Type of Reporting Person
IN
13G
CUSIP No.
ITEM 1.
(a) Name of Issuer:
Scientific Learning Corporation
(b) Address of Issuer's Principal Executive
Offices:
300 Frank H. Ogawa Plaza, Suite 600
Oakland, CA 94612-2040
ITEM 2.
(a) Name of Person Filing:
Noel G. Moore
(b) Address of Principal Business Office, or if
None, Residence:
c/o Senex Solutions LLC
200 West Monroe Street, Suite 1440
Chicago, IL 60606
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
808760102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO
SS.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
ss.240.13d
-
1(b)(1)(ii
)(E);
(f)
[_]
An
employee
benefit
plan or
endowment
fund in
accordance
with
ss.240.13d
-
1(b)(1)(ii
)(F);
(g)
[_]
A parent
holding
company or
control
person in
accordance
with
ss.240.13d
-
1(b)(1)(ii
)(G);
(h)
[_]
A savings
associatio
ns 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
ss.240.13d
-
1(b)(1)(ii
)(J).
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:
1,759,077
(b) Percent of class:
9.4%
(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the
vote
1,759,077
(ii) Shared power to vote or to direct the
vote
N/A
(iii) Sole power to dispose or to direct
the disposition of
1,759,077
(iv) Shared power to dispose or to direct
the disposition of
N/A
INSTRUCTION. For computations regarding securities
which represent a right to acquire an underlying
security SEE ss.240.13d3(d)(1).
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 [ ].
INSTRUCTION: Dissolution of a group requires a
response to this item.
Not Applicable
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 five 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.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
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.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF THE GROUP.
If a group has filed this schedule pursuant to
ss.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
ss.240.13d-1(c) or ss.240.13d-1(d), attach an
exhibit stating the identity of each member of the
group.
Not Applicable
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.
Not Applicable
ITEM 10. CERTIFICATIONS.
(a) The following certification shall be
included if the statement is filed pursuant to Rule
13d-1(b):
"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 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 such purpose or effect."
(b) The following certification shall be
included if the statement is filed pursuant to Rule
13d-1(c):
"By signing below I certify that, to the best of my
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 such 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.
May 14, 2012
________________________________
(Date)
Noel G. Moore
________________________________
(Signature)
/s/ Noel G. Moore
________________________________
(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.