CUSIP No. 84842R304
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13G
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Page 2 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
U.S. Commonwealth Life A.I.
660725782
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(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
Puerto Rico
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
110,000
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
110,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,000 (See Item 4)
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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)
13.41%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IC
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CUSIP No. 84842R304
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13G
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Page 3 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Candice Merren Yates
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(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
Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
110,000
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
110,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,000 (See Item 4)
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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)
13.41%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN; HC
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CUSIP No. 84842R304
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13G
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Page 4 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Colleen Artuch
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(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
Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
110,000
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
110,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,000 (See Item 4)
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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)
13.41%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN; HC
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CUSIP No. 84842R304
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13G
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Page 5 of 10 Pages
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(a)
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Name of Issuer
Spherix Incorporated
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(b)
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Address of Issuer’s Principal Executive Offices
7927 Jones Branch Drive, Suite 3125, Tysons Corner, VA 22102
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(a)
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Name of Person Filing
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(b)
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Address of the Principal Office or, if none, residence
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(c)
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Citizenship
This Schedule 13G is being filed on behalf of (i) U.S. Commonwealth Life A.I., a Puerto Rico insurance company (“USL”), (ii) Candice Merren Yates, an individual who is a citizen of Canada (“Ms. Yates”) and (iii) Colleen Artuch, an individual who is a citizen of Canada (“Ms. Artuch,” together with USL and Ms. Yates, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of all of the Reporting Persons is c/o U.S. Commonwealth Life, A.I., Aon Center 304, Ponce de Leon Avenue, Suite 1000, San Juan, Puerto Rico 00919.
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(d)
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Title of Class of Securities
Common Stock, par value $0.0001 per share
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(e)
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CUSIP Number
84842R304
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(a)
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[ ] |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ] |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[X] |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[ ] |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ] |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ] |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ] |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ] |
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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Amount beneficially owned: 110,000 (1)
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(b)
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Percent of class: 13.41% (1)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0.
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(ii)
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Shared power to vote or to direct the vote: 110,000.
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(iii)
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Sole power to dispose or to direct the disposition of : 0 .
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(iv)
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Shared power to dispose or to direct the disposition of : 110,000
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(1) As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 110,000 shares of Common Stock held by U.S. Commonwealth Life A.I. (“USL”), and such shares of Common Stock represent beneficial ownership of approximately 13.41% of the Common Stock, based on 820,518 shares of Common Stock issued and outstanding on May 31, 2013.
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CUSIP No. 84842R304
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13G
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Page 7 of 10 Pages
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 84842R304
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13G
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Page 8 of 10 Pages
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June 11, 2013
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U.S. Commonwealth Life A.I.
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By: /s/ Candice Merren Yates
Name: Candice Merren Yates
Title: Authorized Signatory
By: /s/ Colleen Artuch
Name: Colleen Artuch
Title: Authorized Signatory
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CUSIP No.
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84842R304
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Schedule 13G
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Page 9 of 10 Pages
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Exhibit 1
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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CUSIP No.
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84842R304
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Schedule 13G
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Page 10 of 10 Pages
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U.S. Commonwealth Life A.I.
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By: /s/ Candice Merren Yates
Name: Candice Merren Yates
Title: Authorized Signatory
By: /s/ Colleen Artuch
Name: Colleen Artuch
Title: Authorized Signatory
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