0001213900-15-005321.txt : 20150722 0001213900-15-005321.hdr.sgml : 20150722 20150722100647 ACCESSION NUMBER: 0001213900-15-005321 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150722 DATE AS OF CHANGE: 20150722 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLUE CALYPSO, INC. CENTRAL INDEX KEY: 0001399587 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 208610073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85469 FILM NUMBER: 15999224 BUSINESS ADDRESS: STREET 1: 19111 NORTH DALLAS PARKWAY STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75287 BUSINESS PHONE: 972.695.4776 MAIL ADDRESS: STREET 1: 19111 NORTH DALLAS PARKWAY STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75287 FORMER COMPANY: FORMER CONFORMED NAME: JJ&R Ventures, Inc. DATE OF NAME CHANGE: 20070515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Scarsdale Equities LLC CENTRAL INDEX KEY: 0001469954 IRS NUMBER: 202036440 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: SUITE 4250 CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 212-433-1375 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: SUITE 4250 CITY: NEW YORK STATE: NY ZIP: 10112 SC 13G/A 1 sc13g0715a3scarsdale_bluecal.htm SCHEDULE 13G/A

 

 

SCHEDULE 13G/A  
CUSIP NO. 09531B302 PAGE 1 OF 5 PAGES

   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G/A

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)*

 

Blue Calypso, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

09531B203

(CUSIP Number)

 

July 6, 2015

(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)

☐   Rule 13d-1(d)

 

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).

 

*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.

 

 

 

 
 

 

SCHEDULE 13G/A  
CUSIP NO. 09531B302 PAGE 2 OF 5 PAGES

 

1. NAME OF REPORTING PERSON
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
   
  Scarsdale Equities LLC
  20-2036440
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (A) ☐
  (B) ☐
     
3. SEC USE ONLY
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New York
     
  5. SOLE VOTING POWER
     
NUMBER OF   0
SHARES    
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY    
EACH   583,000
REPORTING    
PERSON 7. SOLE DISPOSITIVE POWER
WITH:    
    0
     
  8. SHARED DISPOSITIVE POWER
     
    583,000
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  583,000
     
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)
     
  11.62% (See Item 4)
     
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  BD

  

 
 

 

SCHEDULE 13G/A  
CUSIP NO. 09531B302 PAGE 3 OF 5 PAGES

  

Item 1(a). Name of Issuer:
   
  Blue Calypso, Inc., a Delaware corporation (the "Issuer")

  

Item 1(b). Address of Issuer's Principal Executive Offices:
   
  19111 North Dallas Parkway, Suite 200Dallas, Texas 75287 

  

Item 2(a). Name of Person Filing:
   
  Scarsdale Equities LLC

 

Item 2(b). Address of Principal Business Office:
  10 Rockefeller Plaza, Suite 720
  New York, NY 10020

  

Item 2(c). Place of Organization or Citizenship:
   
  New York

  

Item 2(d). Title of Class of Securities:
   
  Common Stock, $0.0001 par value per share, of the Issuer (the "Common Stock")

  

Item 2(e). CUSIP Number: 09531B302

 

Item 3. This Statement is filed pursuant to Rule 13d-1(b). The Person Filing is:

 

(a) x Broker or dealer registered under Section 15 of the Act
     
(b) ¨ Bank as defined in Section 3(a)(6) of the Act
     
(c) ¨ Insurance company defined in Section 3(a)(19) of the Act
     
(d) ¨ Investment Company registered under Section 8 of the Investment Company Act
     
(e) ¨ Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
     
(f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F)
     
(g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
     
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
     
(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
     
(j) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

  

 
 

 

SCHEDULE 13G/A  
CUSIP NO. 09531B302 PAGE 4 OF 5 PAGES

 

Item 4. Ownership:

 

  (a) Amount Beneficially Owned: 583,000 shares(1)

 

  (b) Percent of Class: 11.62%(1)
     
    (Based on approximately 5,013,333 shares of Common Stock outstanding after the company’s effectuation of a reverse stock split (the “Stock Split”) as described and reported by the Issuer in the Issuer's Current Report on Form 8-K filed on July 2, 2015).

 

  (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:
     
    583,000(1)

 

  (iii) sole power to dispose or to direct the disposition of
     
    0

  

  (iv) shared power to dispose or to direct the disposition of
     
    583,000(1)

  

Item 5. Ownership of Five Percent or Less of a Class:
   
  Not applicable.

  

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:
   
  Not applicable

  

Item 8. Identification and Classification of Members of the Group:
   
  Not applicable

 

Item 9. Notice of Dissolution of Group:
   
  Not applicable

  

 
 

 

SCHEDULE 13G/A  
CUSIP NO. 09531B302 PAGE 5 OF 5 PAGES

   

(1) Includes 583,000 shares of Common Stock held by managed accounts, 4,000,000 of which are “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (the “Restricted Shares”) which have been adjusted to 80,000 for the purposes of this filing to reflect the Stock Split.  However, the Restricted Shares will not be adjusted to reflect the Stock Split until a time when the Restricted Shares are no longer “restricted” as defined in the Securities Act.  The Reporting Person has discretionary trading authority over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest thereof.

 

Item 10. Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes of 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.

 

Dated: July 22, 2015 SCARSDALE EQUITIES LLC
     
  By: /s/ Heather Fitzgerald
    Name: Heather Fitzgerald
    Title: Chief Financial Officer