-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WY3f1WrNc8+mJh96+f+JJwtBF2tgu9+85mNUNagpJYMJusqle/Q3by8+1nPWlDPc 74CN//FGyhuUXf4XiCAxqA== 0000921895-07-002866.txt : 20071218 0000921895-07-002866.hdr.sgml : 20071218 20071218164701 ACCESSION NUMBER: 0000921895-07-002866 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071218 DATE AS OF CHANGE: 20071218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FALCONSTOR SOFTWARE INC CENTRAL INDEX KEY: 0000922521 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770216135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43393 FILM NUMBER: 071313614 BUSINESS ADDRESS: STREET 1: 125 BAYLIS ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631 777 5188 MAIL ADDRESS: STREET 1: 125 BAYLIS ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: NETWORK PERIPHERALS INC DATE OF NAME CHANGE: 19940502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUAI REIJANE CENTRAL INDEX KEY: 0001158617 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O FALCONSTOR SOFTWARE INC STREET 2: 125 BAYLIS RD CITY: MELVILLE STATE: NY ZIP: 00000 MAIL ADDRESS: STREET 1: C/O FALCONSTOR SOFTWARE STREET 2: 125 BAYLIS RD CITY: MELVILLE STATE: NY ZIP: 00000 SC 13D/A 1 sc13da404637006_12132007.htm sc13da404637006_12132007.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 4 )1

FALCONSTOR SOFTWARE, INC.
(Name of Issuer)

common stock, $0.001 par value per share
(Title of Class of Securities)

306137100
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 11, 2007
(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.


_______________
1           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. 306137100
 
1
NAME OF REPORTING PERSON
 
    REIJANE HUAI
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
    PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    9,631,760 (1)
8
SHARED VOTING POWER
 
    - 0 -
9
SOLE DISPOSITIVE POWER
 
    9,631,760 (1)
10
SHARED DISPOSITIVE POWER
 
    - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    9,631,760 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    19.2%
14
TYPE OF REPORTING PERSON
 
    IN
 
(1)
Includes 41,000 shares held by the ReiJane Huai Revocable Trust, of which Mr. Huai is a trustee.  Mr. Huai disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
 
2
CUSIP NO. 306137100

The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned.  This Amendment No. 4 amends the Schedule 13D as specifically set forth.

Item 5.                     Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

(a)           The percentage of Shares reported beneficially owned by Mr. Huai is based upon 50,135,143 Shares outstanding, as of December 18, 2007, based on information provided by the Issuer.

As of the close of business on December 13, 2007, Mr. Huai beneficially owned 9,631,760 Shares, including 41,000 Shares owned by the ReiJane Huai Revocable Trust (Mr. Huai disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein), constituting approximately 19.2% of the Shares outstanding.

Item 5(b) is hereby amended and restated to read as follows:

(b)           Mr. Huai has sole power to vote and dispose of 9,631,760 Shares, including 41,000 Shares owned by the ReiJane Huai Revocable Trust (Mr. Huai disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein).

Item 5(c) is hereby amended and restated to read as follows:

(c)           Schedule A annexed hereto lists all transactions in the Securities by the Reporting Persons during the past sixty days.  All of such transactions were effected in the open market, except as otherwise noted on Schedule A.
 
3
CUSIP NO. 306137100
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 18, 2007
 

 
/s/ ReiJane Huai
REIJANE HUAI
 
4
CUSIP NO. 306137100
 
SCHEDULE A
 
Transactions in the Shares by the Reporting Persons During the Past 60 Days:
Shares Sold
Price Per Share ($)
Date of Sale
     
REIJANE HUAI
     
250,000 (1)
0 (1)
10/30/07 (1)
600
12.160
12/7/07
200
12.150
12/7/07
677
12.140
12/7/07
100
12.090
12/7/07
2,780
12.080
12/7/07
1,900
12.070
12/7/07
500
12.060
12/7/07
200
12.050
12/7/07
219
12.030
12/7/07
1,300
12.020
12/7/07
800
12.000
12/7/07
800
11.990
12/7/07
3,900
11.980
12/7/07
600
11.970
12/7/07
2,000
11.960
12/7/07
953
11.950
12/7/07
300
11.940
12/7/07
2,100
11.930
12/7/07
300
11.925
12/7/07
6,600
11.920
12/7/07
18,407
11.910
12/7/07
9,873
11.900
12/7/07
200
11.895
12/7/07
14,293
11.890
12/7/07
156
11.885
12/7/07
19,375
11.880
12/7/07
200
11.875
12/7/07
7,967
11.870
12/7/07
2,700
11.860
12/7/07
143
11.40
12/11/07
3,031
11.50
12/11/07
5,326
11.58
12/11/07
5,000
11.65
12/11/07
135
11.70
12/11/07
6,300
11.85
12/11/07
4,700
11.86
12/11/07
7,700
11.88
12/11/07
500
11.89
12/11/07
3,300
11.90
12/11/07
5,800
11.94
12/11/07
4,665
11.95
12/11/07
9,400
11.98
12/11/07
 
5
CUSIP NO. 306137100
 
200
11.99
12/11/07
9,020
12.00
12/11/07
1,900
12.01
12/11/07
1,500
12.02
12/11/07
480
12.03
12/11/07
900
12.04
12/11/07
3,100
11.30
12/12/07
100,975
11.00
12/13/07
3,625
11.01
12/13/07
11,400
11.02
12/13/07
1,100
11.04
12/13/07
9,800
11.05
12/13/07
     
(1)
On October 30, 2007, Mr. Huai donated 250,000 Shares to the North Shore-LIJ Health System Foundation.
 
 
6
CUSIP NO. 306137100
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