0001581828-13-000001.txt : 20130723 0001581828-13-000001.hdr.sgml : 20130723 20130723172332 ACCESSION NUMBER: 0001581828-13-000001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130723 DATE AS OF CHANGE: 20130723 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Marlborough Software Development Holdings Inc. CENTRAL INDEX KEY: 0001534463 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 453751691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86801 FILM NUMBER: 13981999 BUSINESS ADDRESS: STREET 1: 500 NICKERSON ROAD CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 617-497-6222 MAIL ADDRESS: STREET 1: 500 NICKERSON ROAD CITY: MARLBOROUGH STATE: MA ZIP: 01752 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gentile John Daniel CENTRAL INDEX KEY: 0001581828 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 1601 N. PALM AVE. STREET 2: SUITE 212 CITY: PEMBROKE PINES STATE: FL ZIP: 33026 SC 13G 1 marborough13gjohngentile.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ?? )* Marlborough Software Development Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 571038108 (CUSIP Number) April 26, 2013 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) (this one is selected) 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.571038108 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John D. Gentile 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 490,504 shares 6 SHARED VOTING POWER 212,100 shares 7 SOLE DISPOSITIVE POWER 490,504 shares 8 SHARED DISPOSITIVE POWER 212,100 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 702,604 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.50% 12 TYPE OF REPORTING PERSON (see instructions) Individual Item 1(a). Name of Issuer: Marlborough Software Development Holdings, Inc. Item 1(b). Address of Issuers Principal Executive Offices: 500 Nickerson Road, Marlborough, Massachusetts 01752-4695 Item 2(a). Name of Person Filing: John D. Gentile Item 2(b). Address of Principal Business Office or, if none, Residence: 1601 N. Palm Ave., Suite 212, Pembroke Pines, Florida 33026 Item 2(c). Citizenship:USA Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per share Item 2(e). CUSIP Number:571038108 Item 3. If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under Section 15 of the Act; (b) Bank as defined in Section 3(a)(6) of the Act; (c) Insurance company as defined in Section 3(a)(19) of the Act; (d) Investment company registered under Section 8 of the Investment Company Act of 1940; (e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) 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; (j) A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); (k) Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: 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. (a) Amount Beneficially Owned: 702,604 shares (b) Percent of Class: 6.50% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 490,504 (ii) shared power to vote or to direct the vote: 212,100 (iii) sole power to dispose or to direct the disposition of: 490,504 (iv) shared power to dispose or to direct the disposition of: 212,100 Item 5. Ownership of Five Percent or Less of a Class. 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 . 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. 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. 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 and do not have the effect of changing 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 such purpose or effect for the time being. 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. May 6, 2013 Date Signature John D. Gentile Individual Name/Title Instructions (1)Names of Reporting Persons---Furnish the full legal name of each person for whom the report is filed--i.e.,each person required to sign the schedule itself including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. (2)If any of the shares beneficially owned by a reporting person are held as a member of a group and that membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other person but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)]. (3)The third row is for SEC internal use; please leave blank. (4)Citizenship or Place of Organization---Furnish citizenship if the named reporting person is a natural person. Otherwise, furnish place of organization. (5)-(9),(11) Aggregated Amount Beneficially Owned By Each Reporting Person,etc. Rows (5) through (9) inclusive, and (11) are to be completed in accordance with the provisions of Item 4 of Schedule 13G. All percentages are to be rounded off to the nearest tenth (one place after decimal point). (10)Check if the aggregate amount reported as beneficially owned in row 9 does not include shares as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 under the Securities Exchange Act of 1934. (12)Type of Reporting Person---Please classify each reporting person according to the following breakdown (see Item 3 of Schedule 13G) and place the appropriate symbol on the form: Category Symbol Broker Dealer BD Bank BK Insurance Company IC Investment Company IV Investment Adviser IA Employee Benefit Plan or Endowment Fund EP Parent Holding Company/Control Person HC Savings Association SA Church Plan CP Corporation CO Partnership PN Individual IN Non-U.S. Institution FI Other OO Notes: Attach as many copies of the second part of the cover page as are needed, one reporting person per page. Filing persons may, in order to avoid unnecessary duplication, answer items on the schedules (Schedule 13D, 13G, or TO) by appropriate cross references to an item or items on the cover page(s). This approach may only be used where the cover page item or items provide all the disclosure required by the schedule item. Moreover, such a use of a cover page item will result in the item becoming a part of the schedule and accordingly being considered as filed for purposes of Section 18 of the Securities Exchange Act or otherwise subject to the liabilities of that section of the Act. Reporting persons may comply with their cover page filing requirements by filing either completed copies of the blank forms available from the Commission, printed or typed facsimiles, or computer printed facsimiles, provided the documents filed have identical formats to the forms prescribed in the Commissions regulations and meet existing Securities Exchange Act rules as to such matters as clarity and size (Securities Exchange Act Rule 12b-12).