0001437749-12-012322.txt : 20121129 0001437749-12-012322.hdr.sgml : 20121129 20121129152830 ACCESSION NUMBER: 0001437749-12-012322 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121129 DATE AS OF CHANGE: 20121129 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: 121231658 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: Filiberto Zadini Estate CENTRAL INDEX KEY: 0001518751 IRS NUMBER: 456234032 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O EDSALL ARRIETA LLP STREET 2: 751 DAILY DRIVE, SUITE 325 CITY: CAMARILLO STATE: CA ZIP: 93010 BUSINESS PHONE: (805) 484-9002 MAIL ADDRESS: STREET 1: C/O EDSALL ARRIETA LLP STREET 2: 751 DAILY DRIVE, SUITE 325 CITY: CAMARILLO STATE: CA ZIP: 93010 SC 13D/A 1 zadini_sc13da3-112712.htm SCHEDULE 13D/A zadini_sc13da3-112712.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
AtheroNova Inc.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
047438 205
(CUSIP Number)
 
Filiberto Zadini Estate
c/o Edsall Arrieta LLP
751 Daily Drive, Suite 325
Camarillo, California 93010
(805) 484-9002
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 20, 2012
(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
Filiberto Zadini Estate
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) þ
 
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
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
TYPE OF REPORTING PERSON*
OO
 
 
 
 

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, as amended on June 28, 2010 and April 22, 2011 (“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 February 28, 2012, options to purchase 12,500 shares of Common Stock expired.  On November 20, 2012, the Estate transferred 6,078,122 shares of Common Stock to Giorgio Zadini, the beneficiary of the Estate, in connection with the settlement of the Estate.

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 of this Schedule 13D/A, which disclosure is incorporated herein by reference.

As of November 20, 2012, the Estate beneficially owned no shares of Common Stock.  Assuming a total of 35,195,056 shares of Common Stock outstanding as of November 5, 2012, the date on which the Company filed its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2012, the Estate’s ownership constitutes 0% of the shares of Common Stock issued and outstanding.
 
On November 20, 2012, the Estate ceased to be the beneficial owner of more than five percent of the shares of Common Stock issued and outstanding.
 
Transactions by the Reporting Person in Common Stock effected in the past 60 days are described in Item 3 above.
 
 
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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.
 
 
Filiberto Zadini Estate
  
       
Dated: November 27, 2012
By:
/s/ Giorgio Zadini  
   
Giorgio Zadini
Special Administrator
  
       
       

 
 

                                                                                                                                           
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