0001011034-15-000031.txt : 20150320 0001011034-15-000031.hdr.sgml : 20150320 20150320124309 ACCESSION NUMBER: 0001011034-15-000031 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150320 DATE AS OF CHANGE: 20150320 GROUP MEMBERS: BRIAN E. PEIERLS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIGNAL GENETICS, INC. CENTRAL INDEX KEY: 0001590750 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 471187261 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88625 FILM NUMBER: 15715550 BUSINESS ADDRESS: STREET 1: 5740 FLEET STREET CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: (760) 537-4100 MAIL ADDRESS: STREET 1: 5740 FLEET STREET CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: SIGNAL GENETICS LLC DATE OF NAME CHANGE: 20131031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEIERLS E JEFFREY CENTRAL INDEX KEY: 0000942453 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 73 SOUTH HOLMAN WAY CITY: GOLDEN STATE: CO ZIP: 80401 SC 13G 1 schedule13gv2.htm SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

 (Amendment No. _____)

SIGNAL GENETICS, INC.
(Name of Issuer)

          Common stock              
(Title of Class of Securities)

             826640104          
(CUSIP Number)

           March 11, 2015           
(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)

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.        826640104                           13G                                         

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

 

PEIERLS, E. JEFFREY 1

 

(2)

Check the Appropriate Box if a Member of a Group*

(a) [ ]
(b) [ ]

(3)

SEC Use Only_____________________________________________

 

(4)

Citizenship or Place of Organization

 

 

____N/A__________

 

Number of Shares

Beneficially Owned

by Each Reporting

Person With

(5) Sole Voting Power     85,500          

(6) Shared Voting Power     595,600        

(7) Sole Dispositive Power     85,500        

(8)Shared Dispositive Power      595,600        

 

 

 

 

 

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person

 

681,100

(10)

Check if the Aggregate Amount in the Row (9) Excludes Certain Shares* [ ]

(11)

Percent of Class Represented by Amount in Row (9)     9.08%         

(12)

Type of Reporting Person*    IN     


*SEE INSTRUCTION BEFORE FILLING OUT!

1 This Schedule 13G is being filed on behalf of E. Jeffrey Peierls, individually and in his capacity as the President and a Director of the Peierls Foundation, Inc. (“Foundation”); as Trustee of UD E.S. Peierls for E. F. Peierls; and as co-manager (along with Brian E. Peierls) of 75 Brian L.L.C., 75 Jeff L.L.C, Life/Brian, L.L.C., Life/Jeff L.L.C., Jen/Brian, L.L.C., Jen/Jeff, L.L.C., Bypass 1, L.L.C., Unitrust1, L.L.C.; and, as co-trustee (along with Brian E. Peierls) of UW E.S. Peierls for Brian E. Peierls and UW E.S. Peierls for E. Jeffrey Peierls.  Each of E. Jeffrey Peierls and Brian E. Peierls, as co-managers and as co-trustees may be deemed to indirectly own the securities owned by each Limited Liability Company and each Trust as well as being control persons of the Foundation.



CUSIP NO.        826640104                           13G                                      

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

 

PEIERLS, BRIAN E. 1

 

(2)

Check the Appropriate Box if a Member of a Group*

(a) [ ]
(b) [ ]

(3)

SEC Use Only_____________________________________________

 

(4)

Citizenship or Place of Organization

 

 

_____N/A_________

 

Number of Shares

Beneficially Owned

by Each Reporting

Person With

(5) Sole Voting Power        50,000      

(6) Shared Voting Power    595,600            

(7) Sole Dispositive Power     50,000       

(8)Shared Dispositive Power       595,600              

 

 

 

 

 

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person

 

645,600

(10)

Check if the Aggregate Amount in the Row (9) Excludes Certain Shares* [ ]

(11)

Percent of Class Represented by Amount in Row (9)     8.60%         

(12)

Type of Reporting Person*    IN       


*SEE INSTRUCTION BEFORE FILLING OUT!

1 This Schedule 13G is being filed on behalf of Brian E. Peierls, individually and in his capacity as the Secretary/Treasurer of the Peierls Foundation, Inc. (“Foundation”); and as co-manager (along with E. Jeffrey Peierls) of 75 Brian L.L.C., 75 Jeff L.L.C, Life/Brian, L.L.C., Life/Jeff L.L.C., Jen/Brian, L.L.C., Jen/Jeff, L.L.C., Bypass 1, L.L.C., Unitrust1, L.L.C.; and, as co-trustee (along with E. Jeffrey Peierls) of UW E.S. Peierls for Brian E. Peierls and UW E.S. Peierls for E. Jeffrey Peierls.  Each of E. Jeffrey Peierls and Brian E. Peierls, as co-managers and as co-trustees may be deemed to indirectly own the securities owned by each Limited Liability Company and each Trust as well as being control persons of the Foundation.



Item 1.

       (a)   Name of Issuer:

SIGNAL GENETICS, INC.

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

5740 FLEET STREET; CARLSBAD, CA  92008

Item 2.

       (a)   Name of Person Filing:

(1)

PEIERLS, E. JEFFREY

(2)

PEIERLS, BRIAN E.

       (b)   Address of Principal Business Office or, if none, Residence

(1)

73 South Holman Way; Golden, CO  80401

(2)

7808 Harvestman Cove; Austin, TX  78731

       (c)   Citizenship or Place of Organization

(1)

N/A

(2)

N/A

       (d)   Title of Class of Securities

Common stock

       (e)   CUSIP Number

826640104

Item 3.  If this statement is filed pursuant to Sections 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 (15 U.S.C. 78o);

 

(b) ____

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c) ____

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d) ____

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8;

 

(e) ____

An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

 

(f) ____

An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

 

(g) ____

A parent holding company or control person in accordance with Section 240.13d-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 (15 U.S.C. 80a-3);

 

(j) ____

Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)


Item 4.  Ownership

(a)  Amount beneficially owned:       See Item 9 of cover pages

(b)  Percent of Class:       See Item 11 of cover pages

(c)  Number of shares as to which the person has:

 

(i)

Sole Voting Power     See Item 5 of cover pages

 

(ii)

Shared Voting Power      See Item 6 of cover pages

 

(iii)

Sole Dispositive Power      See Item 7 of cover pages

 

(iv)

Shared Dispositive Power        See Item 8 of cover pages

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 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

(a)   The following certification shall be included if the statement is filed pursuant to Section
        240.13d-1(b)

       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.



Page 5 of 5 Pages

(b)   The following certification shall be included if the statement is filed pursuant to Section
        240.13d-1(c)

       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.

 

     March 20, 2015             
(Date)

 

 /s/ E. Jeffrey Peierls______
E. Jeffrey Peierls

 

 

 

/s/ Brian E. Peierls________

Brian E. Peierls




 EX-99 2 filingagreement.htm EXHIBIT N

EXHIBIT A


FILING AGREEMENT DATED TO BE EFFECTIVE MARCH 20, 2015

REGARDING JOINT FILING OF SCHEDULE 13G


The undersigned hereby agree that:


(i)

Each is eligible to use the Schedule 13G attached hereto;


(ii)

The attached Schedule 13G is filed on behalf of each of the undersigned; and


(iii)

Each of the undersigned is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information therein concerning itself; but none of them is responsible for the completeness and accuracy if the information concerning the other persons making the filing,


/s/ E. Jeffrey Peierls

/s/ Brian E. Peierls

E. Jeffrey Peierls

Brian E. Peierls