CUSIP No. 553879107
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MELECHDAVID, INC.
56-2617808
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF SHARES
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5
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
1,738,702 (1)
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
0
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PERSON WITH
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8
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SHARED DISPOSITIVE POWER
1,738,702 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,702 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.29% (2)
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12
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TYPE OF REPORTING PERSON*
CO
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(1)
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Includes (i) 928,077 shares of common stock and (ii) 810,625 shares of common stock issuable upon conversion of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”). Mark Groussman is the president of Melechdavid, Inc., and in such capacity holds investment discretion and voting power over securities held by Melechdavid, Inc.
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(2)
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Based on 20,158,031 shares of common stock outstanding as of October 31, 2014.
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CUSIP No. 553879107
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MELECHDAVID INC. RETIREMENT PLAN
46-1609118
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF SHARES
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5
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
500,000 (1)
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
0
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PERSON WITH
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8
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SHARED DISPOSITIVE POWER
500,000 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.48% (2)
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12
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TYPE OF REPORTING PERSON*
OO
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(1)
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Mark Groussman is trustee of the Melechdavid, Inc. Retirement Plan, and in such capacity holds investment discretion and voting power over securities held by the Melechdavid, Inc. Retirement Plan.
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(2)
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Based on 20,158,031 shares of common stock outstanding as of October 31, 2014.
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CUSIP No. 553879107
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Page 4 of 8 Pages
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1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARK GROUSSMAN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF SHARES
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5
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
2,013,787 (1)
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
0
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PERSON WITH
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8
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SHARED DISPOSITIVE POWER
2,013,787 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,013,787 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (2)
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12
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TYPE OF REPORTING PERSON*
IN
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(1)
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Includes (i) 1,428,077 shares of common stock and (ii) 585,710 shares of common stock issuable upon conversion of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”). The terms of the Series B Preferred Stock include a blocker provision under which the reporting person can only convert the Series B Preferred Stock to a point where it would beneficially own a maximum of 9.99% of the Company’s outstanding shares (the “Blocker”). Mr. Groussman is the president of Melechdavid, Inc. and the trustee of the Melechdavid, Inc. Retirement Plan, and therefore may be deemed to beneficially own the securities held by Melechdavid, Inc. and the Melechdavid, Inc. Retirement Plan within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, by virtue of his investment discretion and voting power over the securities held by them. Mr. Groussman disclaims beneficial ownership of the securities held by Melechdavid, Inc. and the Melechdavid, Inc. Retirement Plan except to the extent of each of his respective pecuniary interests therein, if any, and the filing of this Schedule 13G shall not be construed as an admission by him that he is the beneficial owner of such securities.
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(2)
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If not for the Blocker, the reporting person would own in excess of 9.99% of the outstanding shares of common stock, based on 20,158,031 shares of common stock outstanding as of October 31, 2014.
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CUSIP No. 553879107
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Page 5 of 8 Pages
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1)
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Melechdavid, Inc.
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2)
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Melechdavid, Inc. Retirement Plan
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3)
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Mark Groussman
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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. ¨
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CUSIP No. 553879107
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Page 6 of 8 Pages
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CUSIP No. 553879107
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Page 7 of 8 Pages
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Melechdavid Inc.
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Date: November 7, 2014
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By:
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/s/ Mark Groussman
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Mark Groussman, President
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Melechdavid Inc. Retirement Plan
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By:
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/s/ Mark Groussman
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Mark Groussman, Trustee
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/s/ Mark Groussman
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Mark Groussman, Individually
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CUSIP No. 553879107
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Page 8 of 8 Pages
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Melechdavid Inc.
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By:
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/s/ Mark Groussman
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Mark Groussman, President
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Melechdavid Inc. Retirement Plan
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By:
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/s/ Mark Groussman
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Mark Groussman, Trustee
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/s/ Mark Groussman
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Mark Groussman, Individually
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