0001437749-13-011886.txt : 20130911 0001437749-13-011886.hdr.sgml : 20130911 20130911165414 ACCESSION NUMBER: 0001437749-13-011886 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130911 DATE AS OF CHANGE: 20130911 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AtheroNova Inc. CENTRAL INDEX KEY: 0001377053 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201915083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82426 FILM NUMBER: 131091485 BUSINESS ADDRESS: STREET 1: 2301 DUPONT DRIVE, SUITE 525 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: (949) 525-5471 MAIL ADDRESS: STREET 1: 2301 DUPONT DRIVE, SUITE 525 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: AtheroNova, Inc. DATE OF NAME CHANGE: 20100519 FORMER COMPANY: FORMER CONFORMED NAME: Trist Holdings, Inc. DATE OF NAME CHANGE: 20080103 FORMER COMPANY: FORMER CONFORMED NAME: LandBank Group Inc DATE OF NAME CHANGE: 20061002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zadini Giorgio C. CENTRAL INDEX KEY: 0001491350 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2237 HILLTOP LANE CITY: CAMARILLO STATE: CA ZIP: 93012 SC 13D/A 1 zadinig20130910_sc13da.htm SCHEDULE 13D/A zadinig20130910_sc13da.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

 

AtheroNova Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

047438 205

(CUSIP Number)

 

Giorgio Zadini

c/o AtheroNova Inc.

2301 Dupont Drive, Suite 525

Irvine, California 92612

(949) 476-1100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 4, 2013

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐ .

 

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.

 

(Page 1 of 4)

 

_____________________

*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 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. 047438 205 

 

Page     2      of     4    

 

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Giorgio Zadini

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)   (b) 

 

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

 

OO

 

5

CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

7

SOLE VOTING POWER

 

4,411,247

 

SHARES

BENEFICIALLY

8

SHARED VOTING POWER

 

OWNED BY EACH

REPORTING

9

SOLE DISPOSITIVE POWER

 

4,411,247

 

PERSON WITH

10

SHARED DISPOSITIVE POWER

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,411,247

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.7%(1)

14

TYPE OF REPORTING PERSON*

 

IN

 

(1)     Based on a total of 41,199,404 shares of the Company’s Common Stock outstanding as of August 12, 2013.

 

 

 
 

 

 

This Schedule 13D/A (“Schedule 13D/A”) amends the following sections of the Schedule 13D filed with the Securities and Exchange Commission on May 24, 2010 and amended on June 28, 2010, October 12, 2010, November 29, 2012 and March 21, 2013(“Schedule 13D”).

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of Schedule 13D is supplemented and amended by the information below.

 

On September 4, 2013, the Reporting Person transferred 266,250 shares of Common Stock to seven donees as bona fide gifts.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of Schedule 13D is supplemented and amended by the information below.

 

Reference is made to the disclosure set forth under Item 3 this Schedule 13D/A, which disclosure is incorporated herein by reference.

 

As of September 4, 2013, the Reporting Person beneficially owned 4,411,247 shares of Common Stock (the “Shares”). Based on 41,199,404 shares of Common Stock outstanding as of September 4, 2013, the Shares constitute approximately 10.7% of the shares of Common Stock issued and outstanding.

 

The Reporting Person has the sole power to vote or direct the vote of, and to dispose of or direct the disposition of, the Shares.

 

Transactions by the Reporting Person in Common Stock effected in the past 60 days are described in Item 3 above.

 

Page 3 of 4  

 
 

 

 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D/A is true, complete and correct.

 

 

     
Dated: September 10, 2013   /s/ Giorgio Zadini  
  By Barbara Schanno, authorized signatory  
    Giorgio Zadini  
     

 

Page 4 of 4