UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)
SMTP, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
784589 10 3
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
o | 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. 784589 10 3 |
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1 | NAME OF REPORTING PERSON:
Joel Arberman | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o (b) ¨
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3 | SEC USE ONLY
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4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 800,000(1) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 800,000(1) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
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10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.46%(2)
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12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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1. | See Item 4. |
2. | Based on 13,841,500 shares of the Issuers common stock that were outstanding as of November 1, 2011, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, which was filed on November 14, 2011. |
CUSIP NO. 784589 10 3 |
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| 1 | NAME OF REPORTING PERSON:
Christopher Walker | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o (b) ¨
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| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 800,000(1) | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 800,000(1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.46%(2)
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| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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1. | See Item 4. |
2. | Based on 13,841,500 shares of the Issuers common stock that were outstanding as of November 1, 2011, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, which was filed on November 14, 2011. |
CUSIP NO. 784589 10 3 |
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| 1 | NAME OF REPORTING PERSON:
Public Financial Services, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o (b) ¨
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| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 800,000(1) | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 800,000(1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.46%(2)
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| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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1. | See Item 4. |
2. | Based on 13,841,500 shares of the Issuers common stock that were outstanding as of November 1, 2011, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, which was filed on November 14, 2011. |
Item 1(a). Name of Issuer: | |||
SMTP, Inc. | |||
Item 1(b). Address of Issuers Principal Executive Offices: | |||
One Broadway, 14th Floor Cambridge, MA 02142 | |||
Item 2(a). Name of Person Filing: | |||
Joel Arberman Christopher Walker Public Financial Services, LLC | |||
Item 2(b). Address of Principal Business Office or, if None, Residence: | |||
c/o Public Financial Services, LLC 7877 Emerald Winds Circle | |||
Item 2(c). Citizenship: | |||
Each of Joel Arberman and Christopher Walker are U.S. citizens. Public Financial Services, LLC is a limited liability company organized under the laws of the State of Florida. | |||
Item 2(d). Title of Class of Securities: | |||
Common Stock | |||
Item 2(e). CUSIP Number: | |||
784589 10 3 | |||
Item 3. |
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This statement is not being filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c). | |||
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.
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| (a) | Amount beneficially owned: 800,000 (1) | |
| (b) | Percent of class: 5.46%(2) | |
| (c) | Number of shares as to which the person has: | |
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| (i) | Sole power to vote or to direct the vote: 0 |
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| (ii) | Shared power to vote or to direct the vote: 800,000 (1) |
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| (iii) | Sole power to dispose or to direct the disposition of: 0 |
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| (iv) | Shared power to dispose or to direct the disposition of: 800,000 (1) |
1. | Consists of 800,000 warrants to purchase common stock held directly by Public Financial Services, LLC, an entity owned and controlled by Joel Arberman and Christopher Walker. Joel Arberman and Christopher Walker share voting and dispositive power for securities owned by Public Financial Services, LLC. |
2. | Based on 13,841,500 shares of the Issuers common stock that were outstanding as of November 1, 2011, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, which was filed on November 14, 2011. |
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 or Control Person. | |
Not applicable. | ||
Item 8. | Identification and Classification of Members of the Group | |
Not Applicable. | ||
Item 9. | Notice of Dissolution of Group | |
Not Applicable. | ||
Item 10. | Certification | |
Not applicable. |
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.
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| Public Financial Services, LLC |
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Dated: February 14, 2012 |
| /s/ Joel Arberman |
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| By: Joel Arberman |
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| Its: Managing Member |
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| /s/ Joel Arberman |
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| Joel Arberman |
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| /s/ Christopher Walker |
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| Christopher Walker |
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