0001493152-15-005843.txt : 20151124 0001493152-15-005843.hdr.sgml : 20151124 20151124062344 ACCESSION NUMBER: 0001493152-15-005843 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151124 DATE AS OF CHANGE: 20151124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COCONNECT, INC. CENTRAL INDEX KEY: 0001088638 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 631205304 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84955 FILM NUMBER: 151251103 BUSINESS ADDRESS: STREET 1: 480 EAST 6400 SOUTH STREET 2: SUITE 230 CITY: MURRAY STATE: UT ZIP: 84107 BUSINESS PHONE: 801-266-9393 MAIL ADDRESS: STREET 1: 480 EAST 6400 SOUTH STREET 2: SUITE 230 CITY: MURRAY STATE: UT ZIP: 84107 FORMER COMPANY: FORMER CONFORMED NAME: COCONNECT INC DATE OF NAME CHANGE: 20050504 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED WIRELESS SYSTEMS INC DATE OF NAME CHANGE: 19990611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oerbekker Henrik CENTRAL INDEX KEY: 0001607712 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 94, RUE DES AUBEPINES STREET 2: L-1145 CITY: LUXEMBOURG STATE: N4 ZIP: 2449 SC 13D/A 1 sc13da.htm Form SC 13D/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

CoConnect, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

19188W 301

(CUSIP Number)

 

Henrik Oerbekker

8, Boulevard Royal

Luxembourg 2449, Luxembourg

(+352) 661 366 003

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 20, 2015

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* 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 (“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. 19188W 301   13D   Page 2 of 4 Pages
         

 

1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     
    Henrik Oerbekker
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (see instructions)
    (a) [  ]
    (b) [  ]
3.   SEC USE ONLY
     
     
4.   SOURCE OF FUNDS (see instructions)
     
    OO
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
     
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Denmark

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.   SOLE VOTING POWER
     
    0
8.   SHARED VOTING POWER
     
    805,333
9.   SOLE DISPOSITIVE POWER
     
    0
10.   SHARED DISPOSITIVE POWER
     
    805,333

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    805,333
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (see instructions) [  ]
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
    15.6%
14.   TYPE OF REPORTING PERSON (see instructions)
     
    CO

 

 
   

 

CUSIP No. 19188W 301   13D   Page 3 of 4 Pages
         

 

This Amendment No. 2 (this “Amendment”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2014, as amended by Amendment No. 1, filed with the SEC on March 26, 2015 (as so amended, the “Original Schedule 13D”) with respect to the shares of common stock, par value $0.001 per share (“Shares”), of CoConnect, Inc., a Nevada corporation (the “Issuer”). Capitalized terms not otherwise defined herein have the meanings set forth in the Original Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Original Schedule 13D is amended and restated to read as follows:

 

As of the date of this Amendment, the Reporting Person beneficially owned 805,333 Shares, constituting 15.6% of the outstanding Shares. The percentage of Shares owned is based upon 5,159,428 Shares outstanding as of March November 20, 2015, based on the Issuer’s records.

 

The Reporting Person may be deemed to have beneficial ownership of, and shared voting and dispositive power over, the following shares, totaling 331,000 Shares: (1) 125,000 shares held in the name of PW Europe, of which the Reporting Person is a Director; (2) 61,000 Shares acquired by the Reporting Person and gifted to his children Frederikke Oerbekker (15,250 Shares), Sascha Oerbekker (15,250 Shares), Sandra Oerbekker (15,250 Shares) and Sophie Oerbekker (15,250 Shares), over all of which the Reporting Person disclaims voting and dispositive power; and (3) 145,000 Shares held in the name of Richway Finance Limited, of which the Reporting Person is a Managing Director. The Shares described in clauses (1) and (2), and 125,000 of the Shares described in clause (3), were acquired on May 1, 2014, as described in Item 3 of this Schedule. 20,000 of the Shares described in Clause (3) were acquired on March 23, 2015 directly from the Issuer at a purchase price of $1.00 per Share cash. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement.

 

As described in Item 5 of the Original Schedule 13D, on May 1, 2014, 120,000 Shares were acquired by PacificWave Partners UK Ltd., of which the Reporting Person is a director and the children of the Reporting Person are the shareholders. On June 23, 2014, 57,500 of these Shares were transferred to an unaffiliated person as compensation for consulting services rendered. The remaining 62,500 Shares were transferred to an unaffiliated person on February 27, 2015 as compensation for services rendered.

 

On November 20, 2015, affiliates of the Reporting Person were granted by the Issuer’s board of directors a total of 474,333 Shares in exchange for consulting services. 105,000 of these Shares were issued to Richway Finance Limited; 169,333 were issued to PW Europe; and 200,000 Shares were issued to Advantage Luxembourg S.A., of which the Reporting Person is a director and shareholder.

 

 
   

 

CUSIP No. 19188W 301   13D   Page 4 of 4 Pages
         

 

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.

 

  /s/ Henrik Oerbekker
  Henrik Oerbekker