rockstar13g_july2013.htm

0001415889-13-001455.txt : 20130730 0001415889-13-001455.hdr.sgml : 20130730 20130730123719 ACCESSION NUMBER: 0001415889-13-001455 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130730 DATE AS OF CHANGE: 20130730 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPHERIX INC CENTRAL INDEX KEY: 0000012239 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 520849320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-52113 FILM NUMBER: 13994914 BUSINESS ADDRESS: STREET 1: 6430 ROCKLEDGE DRIVE, #503 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 301-897-2540 MAIL ADDRESS: STREET 1: 6430 ROCKLEDGE DRIVE, #503 CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: BIOSPHERICS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BIOSPHERICS RESEARCH INC DATE OF NAME CHANGE: 19720404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rockstar Consortium US LP CENTRAL INDEX KEY: 0001581880 IRS NUMBER: 452822169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: LEGACY TOWN CENTER I STREET 2: 7160 N. DALLAS PARKWAY SUITE 200 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 613-576-1000 MAIL ADDRESS: STREET 1: LEGACY TOWN CENTER I STREET 2: 7160 N. DALLAS PARKWAY SUITE 200 CITY: PLANO STATE: TX ZIP: 75024 SC 13G 1 rockstar13g_july2013.htm SCHEDULE 13G rockstar13g_july2013.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(b)

SPHERIX INCORPORATED

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001

(Title of Class of Securities)

84842R304

(CUSIP Number)

July 24, 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)

[ x] Rule 13d-1(c)

[ ] Rule 13d-1(d)

CUSIP No. 84842R304

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rockstar Consortium US LP 45-2822169
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES	5	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 176,991
EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH	8	SHARED DISPOSITIVE POWER 176,991

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,991
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.05% (based on 1,102,930 shares of Common Stock issued and outstanding as of July 26, 2013)
12	TYPE OF REPORTING PERSON* PN

CUSIP No. 84842R304

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rockstar Consortium LLC 45-2821954
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES	5	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 176,991
EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH	8	SHARED DISPOSITIVE POWER 176,991

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,991
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.05% (based on 1,102,930 shares of Common Stock issued and outstanding as of July 26, 2013)
12	TYPE OF REPORTING PERSON* OO

CUSIP No. 84842R304

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John Veschi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION US

NUMBER OF SHARES	5	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 176,991
EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH	8	SHARED DISPOSITIVE POWER 176,991

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,991
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.05% (based on 1,102,930 shares of Common Stock issued and outstanding as of July 26, 2013)
12	TYPE OF REPORTING PERSON* IN

Item 1(a).

Name of Issuer:

Spherix Incorporated

Item 1(b). Address of Issuer's Principal Executive Offices:

7927 Jones Branch Drive, Suite 3125, Tysons Corner, VA 22102

Item 2(a). Name of Person Filing.

This statement is filed by Rockstar Consortium US LP, Rockstar Consortium LLC (the “General Partner”) and Mr. John Veschi, who are collectively referred to herein as “Reporting Persons.”

Item 2(b). Address of Principal Business Office or, if None, Residence.

7160 North Dallas Parkway, Suite No. 250, Plano, TX 75024

Item 2(c). Citizenship.

Delaware/U.S.

Item 2(d). Title of Class of Securities.

Common Stock, par value $0.0001.

Item 2(e). CUSIP Number.

84842R304

Item 3.

Type of Person

Not applicable.

Item 4. Ownership.

(a) and (b)

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 176,991 shares of common stock held by Rockstar Consortium US LP, and such shares of common stock represent beneficial ownership of approximately 16.05% of the common stock, based on 1,102,930 shares as of July 25, 2013. The General Partner, which is the General Partner of Rockstar Consortium US LP, in whose names the reported securities are held, may be deemed to be the beneficial owner of all the securities held by Rockstar Consortium US LP. Mr. Veschi serves as the CEO of the General Partner. Mr. Veschi disclaims beneficial ownership of these securities.

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 176,991

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 176,991

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 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. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

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.

		Rockstar Consortium US LP

Date: July 30, 2013	By:	Rockstar Consortium LLC, General Partner

	By:	/s/ John Veschi
		Name: John Veschi
		Title: Chief Executive Officer

		Rockstar Consortium LLC

Date: July 30, 2013	By:	/s/ John Veschi
		Name: John Veschi
		Title: Chief Executive Officer


Date: July 30, 2013		/s/ John Veschi
		John Veschi

EX-1 2 ex1.htm ex1.htm

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13G (including amendments thereto) with respect to the common shares of Spherix Incorporated and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.

		Rockstar Consortium US LP

Date: July 30, 2013	By:	Rockstar Consortium LLC, General Partner

	By:	/s/ John Veschi
		Name: John Veschi
		Title: Chief Executive Officer

		Rockstar Consortium LLC

Date: July 30, 2013	By:	/s/ John Veschi
		Name: John Veschi
		Title: Chief Executive Officer


Date: July 30, 2013		/s/ John Veschi
		John Veschi