SC 13D/A 1 starr13d-03222016.htm SCHEDULE 13D/A Submission Documents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
 
GRANDPARENTS.COM, INC.

(Name of Issuer)
 
 
Common Stock

(Title of Class of Securities)
 
 
386617104

(CUSIP Number)
 
 
Thomas A. Bryan, Esq.
Starr Insurance Holdings, Inc.
399 Park Ave, 8th Floor
New York, NY 10022
646-227-6677

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
 
 
March 1, 2016

(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: o

Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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.
386617104
 SCHEDULE 13D    
 
 
 1   NAMES OF REPORTING PERSONS  
       
     Starr Insurance Holdings, Inc.  
       
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a)  o
         (b)  x
       
 3   SEC USE ONLY
   
 4    SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
AF
 
       
 5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     o
       
       
 6   CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
Nevada
 
       
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
7   SOLE VOTING POWER  
     
   
-0-
 
     
8   SHARED VOTING POWER  
     
   
16,079,216
 
     
 9   SOLE DISPOSITIVE POWER  
     
   
-0-
 
     
 10   SHARED DISPOSITIVE POWER  
     
   
16,079,216
 
           
 11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
16,079,216
 
     
 12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
       
 13   PERCENT OF CLASS REPRESENTED IN ROW (11)*  
     
    10.9%1  
     
 14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
HC
 
     
 
* See Item 5, Interest in the Securities of the Issuer, below.
 
1
Unless otherwise indicated, the ownership percentage reported throughout this Schedule 13D is based on 132,268,582 shares of the Issuer's common stock outstanding as of September 30, 2015, as reported  in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
 
 

 
CUSIP NO.
386617104
SCHEDULE 13D    
 
1 NAMES OF REPORTING PERSONS  
       
   
Starr International Company, Inc.
 
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
      (b) x
       
3 SEC USE ONLY
   
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
AF
 
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
       
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
Switzerland
 
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER  
     
   
-0-
 
     
8 SHARED VOTING POWER  
     
   
16,079,216
 
     
9 SOLE DISPOSITIVE POWER  
     
   
-0-
 
     
10 SHARED DISPOSITIVE POWER  
     
   
16,079,216
 
           
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
16,079,216
 
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
     
       
13 PERCENT OF CLASS REPRESENTED IN ROW (11)*  
     
    10.9%1  
     
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
HC
 
     
 
*  See Item 5, Interest in the Securities of the Issuer, below.
 
 

 
CUSIP NO.
386617104
SCHEDULE 13D    
 
1 NAMES OF REPORTING PERSONS  
       
   
Starr Global Holdings AG
 
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
      (b) x
       
3 SEC USE ONLY
   
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
AF
 
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
       
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
Switzerland
 
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER  
     
   
-0-
 
     
8 SHARED VOTING POWER  
     
   
16,079,216
 
     
9 SOLE DISPOSITIVE POWER  
     
   
-0-
 
     
10 SHARED DISPOSITIVE POWER  
     
   
16,079,216
 
           
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
16,079,216
 
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
     
       
13 PERCENT OF CLASS REPRESENTED IN ROW (11)*  
     
    10.9%1  
     
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
HC
 
     
 
* See Item 5, Interest in the Securities of the Issuer, below.
 

 
CUSIP NO.
386617104
SCHEDULE 13D    
 
1 NAMES OF REPORTING PERSONS  
       
   
Starr Global Financial, Inc.
 
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
      (b) x
       
3 SEC USE ONLY
   
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
AF
 
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
       
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
Nevada
 
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER  
     
   
-0-
 
     
8 SHARED VOTING POWER  
     
   
16,079,216
 
     
9 SOLE DISPOSITIVE POWER  
     
   
-0-
 
     
10 SHARED DISPOSITIVE POWER  
     
   
16,079,216
 
           
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
16,079,216
 
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
     
       
13 PERCENT OF CLASS REPRESENTED IN ROW (11)*  
     
    10.9%1  
     
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
HC
 
     
 
* See Item 5, Interest in the Securities of the Issuer, below.
 

 
CUSIP NO.
386617104
SCHEDULE 13D    
 
1 NAMES OF REPORTING PERSONS  
       
   
Starr Indemnity & Liability Company
 
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
      (b) x
       
3 SEC USE ONLY
   
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
WC
 
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
       
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
Texas
 
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER  
     
   
-0-
 
     
8 SHARED VOTING POWER  
     
   
16,079,216
 
     
9 SOLE DISPOSITIVE POWER  
     
   
-0-
 
     
10 SHARED DISPOSITIVE POWER  
     
   
16,079,216
 
           
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
16,079,216
 
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
     
       
13 PERCENT OF CLASS REPRESENTED IN ROW (11)*  
     
    10.9%1  
     
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
IC
 
     
 
* See Item 5, Interest in the Securities of the Issuer, below.
 

 
CUSIP NO.
386617104
SCHEDULE 13D    
 
1 NAMES OF REPORTING PERSONS  
       
   
C.V. Starr & Co., Inc.
 
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
      (b) x
       
3 SEC USE ONLY
   
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
WC
 
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
       
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
Nevada
 
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER  
     
   
-0-
 
     
8 SHARED VOTING POWER  
     
   
5,000,000
 
     
9 SOLE DISPOSITIVE POWER  
     
   
-0-
 
     
10 SHARED DISPOSITIVE POWER  
     
   
5,000,000
 
           
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
5,000,000
 
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
     
       
13 PERCENT OF CLASS REPRESENTED IN ROW (11)*  
     
    3.8%1  
     
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
CO
 
     
 
* See Item 5, Interest in the Securities of the Issuer, below.
 

 
CUSIP NO.
386617104
SCHEDULE 13D    
 
1 NAMES OF REPORTING PERSONS  
       
   
Maurice R. Greenberg
 
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
      (b) x
       
3 SEC USE ONLY
   
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
AF
 
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
       
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
United States
 
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER  
     
   
-0-
 
     
8 SHARED VOTING POWER  
     
   
5,000,000
 
     
9 SOLE DISPOSITIVE POWER  
     
   
-0-
 
     
10 SHARED DISPOSITIVE POWER  
     
   
5,000,000
 
           
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
5,000,000
 
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
     
       
13 PERCENT OF CLASS REPRESENTED IN ROW (11)*  
     
    3.8%1  
     
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
IN
 
     
 
* See Item 5, Interest in the Securities of the Issuer, below.
 

 
EXPLANATORY NOTE

This statement on Schedule 13D (the "Statement") was originally filed to report the Reporting Persons' (as defined hereinafter) holdings of shares of common stock of Grandparents.com as of (1) November 7, 2014, the first date on which any Reporting Person could be deemed to have beneficially owned more than 5% of the outstanding shares of the common stock, and (2) except to the extent previously reported in this Statement, on each date thereafter on which the number of shares of the outstanding shares beneficially owned by any Reporting Person increased or decreased by an amount equal to or exceeding one percent of the class outstanding (each, a "Subsequent Amendment Date").
On March, 9, 2016, , the Reporting Persons filed a Schedule 13D/A to  revise the beneficial ownership previously reported to reflect a tranche of a previously reported warrant that it believed became exercisable for the first time as of March 1, 2016 (the "2016 Warrant Tranche").  Since the filing of that amendment, the Reporting Persons became aware that, pursuant to a Letter Agreement dated January 29, 2016 (and filed herewith as Exhibit 99.8), the 2016 Warrant Tranche would not become exercisable for the first time until March 30, 2016, and then only if the parties to a strategic alliance agreement previously reported determine to extend that Agreement.  Therefore, this Schedule 13D/A removes the effect of the 2016 Warrant Tranche.
Item 1.
Security and Issuer

This statement relates to the common stock, $0.01 par value per share (the "Shares"), of Grandparents.com, Inc., a Delaware corporation (the "Issuer").  The address of the principal executive offices of the Issuer is 589 Eighth Avenue, New York, NY 10018.
Item 2.
Identity and Background
 
(a) The names of the persons filing this Schedule 13D are Starr Insurance Holdings, Inc., a Nevada corporation ("SIH"), Starr International Company, Inc., a company formed under the laws of Switzerland  ("SIC"), Starr Global Holdings AG, a company formed under the laws of Switzerland ("SGH"), Star Global Financial, Inc., a Nevada corporation ("SGF"), Starr Indemnity & Liability Company, a Texas corporation ("SILC"), C.V. Starr & Co., Inc., a Nevada corporation ("CVS") and Maurice R. Greenberg.  SIH, SIC, SGH, SGF, SILC, CVS and Mr. Greenberg are collectively referred to in this Schedule 13D as the "Reporting Persons."  The Reporting Persons are filing this Statement jointly, as they may be considered a "group" under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.  However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

The executive officers and directors of each of SIH, SIC, SGH, SGF, SILC, and CVS, their addresses, their present principal occupations and citizenship, if other than the United States, are disclosed as Schedule A to this Statement.
     
(b) The principal business address of each of the Reporting Persons is 399 Park Ave, 8th Floor, New York, New York 10022.
   
(c) This Schedule 13D is filed on behalf of the Reporting Persons. SIH is the record and beneficial owner of warrants to purchase 21,438,954 Shares (the "Warrant Shares"), which warrants were issued on November 7, 2014 and carry an exercise price of $0.05 per Share, subject to adjustment. On the date of issuance, the warrants were immediately exercisable for 50% (10,719,477 Shares) of the aggregate amount thereof.  An additional 25% (5,359,739 Shares) of the total Warrant Shares became exercisable on March 1, 2015, and the remaining 25% of the total Warrant Shares became exercisable on March 1, 2016.  SIH is a wholly owned subsidiary of SGH, which is a wholly owned subsidiary of SIC.  SILC may be deemed to be the beneficial owners of the Warrant Shares owned beneficially and of record by SIH, because the warrants were issued pursuant to a Strategic Alliance Agreement between SILC and the Issuer.  SILC is a wholly owned subsidiary of SGF, which is a wholly owned subsidiary of SIH.  As a result, SIC may be deemed to beneficially own securities owned beneficially or of record by SIH or SILC.
CVS is the record and beneficial owner of 4,000,000 Shares, and has the right to acquire an additional 1,000,000 Shares pursuant to a presently exercisable warrant allotment which were issued on June 16, 2014.  Mr. Greenberg is the control member of, and may be deemed to beneficially own securities beneficially owned by CVS.
The principal business of each of SIH,  SIC, SGH, and SGF is to be a holding company of regulated insurance companies.  The principal business of SILC is to be a property and casualty insurance company.  The principal business of CVS is to make global investments.   Mr. Greenberg is the chief executive officer of CVS and SIH.
The Reporting Persons have entered into a Joint Filing Agreement, dated May 4, 2015, a copy of which was filed with the initial Schedule 13D as Exhibit 99.2, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Neither the filing of this statement nor anything herein shall be construed as an admission that CVS and Mr. Greenberg beneficially own securities beneficially owned by SIC, SGH, SIH, SGF or SILC.  CVS and Mr. Greenberg disclaim beneficial ownership of the Shares held by SIC, SGH, SIH, SGF and SILC.  Neither the filing of this statement nor anything herein shall be construed as an admission that SIC, SGH, SIH, SGF or SILC beneficially own securities beneficially owned by CVS and Mr. Greenberg.  SIC, SGH, SIH, SGF and SILC disclaim beneficial ownership of the Shares held by CVS and Mr. Greenberg except to the extent of their pecuniary interest therein.

(d) During the last five years, none of the foregoing entities or persons has been convicted in a criminal proceeding of the type specified in Item 2(d) of Schedule 13D.
(e) During the last five years, none of the foregoing entities or persons has been a party to a civil proceeding of the type specified in Item 2(e) of Schedule 13D.
(f)  SIC is organized under the laws of Switzerland.  SGH is organized under the laws of Switzerland.  SIH is organized under the laws of the State of Nevada.  SGF is organized under the laws of the State of Nevada.  SILC is organized under the laws of the State of Texas.  CVS is organized under the laws of the State of Nevada.  Mr. Greenberg is a citizen of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration

Warrants to purchase 21,438,954 Shares were issued by the Issuer to SIH on November 7, 2014.  The warrants were issued  pursuant to a Strategic Alliance Agreement between the Issuer and SILC dated January 8, 2013 and previously filed with this Schedule 13D as Exhibit 99.3, as amended by a First Amendment to Strategic Alliance Agreement dated April 11, 2013 and previously filed with this Schedule 13D as Exhibit 99.4.  The primary purpose of the Strategic Alliance Agreement was for the Issuer to develop strategic business and investment relationships in connection with the development of the Issuer's business.  The warrants were previously filed as Exhibit 99.5 and 99.6 of this Schedule 13D. The warrants were immediately exercisable for 10,719,477 Shares on November 7, 2014.  Warrants for an additional 5,359,737 Shares first became exercisable on March 1, 2015, and will become fully exercisable for all shares on March 29, 2016, unless the Strategic Alliance Agreement is terminated on or before that date, or the parties agree to a further extension of time to determine whether the Strategic Alliance Agreement will continue in effect.
SILC funded its obligations under the Strategic Alliance Agreement using working capital.  The exercise price of any warrants would also be funded with working capital, if and when exercised.
CVS acquired 4,000,000 Shares and a presently exercisable warrant to purchase 1,000,000, Shares from the Issuer on June 16, 2014 for an aggregate purchase price of $1,000,000 using general corporate funds.  The securities were issued pursuant to a Securities Purchase Agreement dated June 16, 2014 which was previously filed as Exhibit 99.6.  The warrant issued to CVS was previously filed as Exhibit 99.7.

Item 4.
Purpose of the Transaction

The Securities covered by this statement were originally acquired in the ordinary course of business solely for investment purposes and for the business purposes contemplated by the Strategic Alliance Agreement as described in Item 3 and not for the purposes of participating in or influencing the management of the Issuer.

None of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. To the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Shares, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that either of the Reporting Persons will take any of the actions set forth above.
 
Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer's financial condition, business, operations and prospects, the market price of the Shares, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate.  In particular, any one or more of the Reporting Persons (and their respective affiliates) reserves the right, in each case subject to any applicable law to (i) purchase Shares or other securities of the Issuer, including through exercise of the Warrants,, (ii) sell or transfer the securities beneficially owned by them from time to time in public or private transactions, and (iii) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the securities of the Issuer.
 
Item 5.
Interest in Securities of the Issuer
 
Items 5(a) and (b):  The tables below set forth (i) the number of Shares beneficially owned by each Reporting Persons as of November 7, 2014 and as of each Subsequent Amendment Date and (ii) the percentage of the Shares beneficially owned by each of the Reporting Persons as of each such date, calculated based upon the total number of shares outstanding reported in the most recent Quarterly Report on Form 10-Q filed by the Issuer.  Each of the Reporting Persons has a shared power to vote and shared power to dispose the Shares disclosed in the tables below.

A.
Starr International Company, Inc.
 
 
Starr International Company, Inc.
Date
Number of Shares (1)
Percent Ownership
November 7, 2014
10,719,477
7.8 (2)
March 1, 2015
16,079,216
10.9 (3)
March 1, 2016 16,079,216 10.9 (4)

(1)
Number of Shares over which SIC has shared power to vote and shared power to dispose.
(2)
The percentage is based on 126,999,492 shares of the Issuer's common stock outstanding as of September 30, 2014 as reported in the Issuer's Form 10-Q filed with the Commission on November 13, 2014).
(3)
The percentage is based on 132,068,582  shares of the Issuer's common stock outstanding as of March 31, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
(4)
The percentage is based on 132,268,582  shares of the Issuer's common stock outstanding as of September 30, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
 
B.
Starr Global Holdings AG

 
Starr Global Holdings AG
Date
Number of Shares (1)
Percent Ownership
November 7, 2014
10,719,477
7.8 (2)
March 1, 2015
16,079,216
10.9 (3)
March 1, 2016 16,079,216 10.9 (4)

(1)
Number of Shares over which SGH has shared power to vote and shared power to dispose.
(2)
The percentage is based on 126,999,492 shares of the Issuer's common stock outstanding as of September 30, 2014 as reported in the Issuer's Form 10-Q filed with the Commission on November 13, 2014).
(3)
The percentage is based on 132,068,582  shares of the Issuer's common stock outstanding as of March 31, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
(4)
The percentage is based on 132,268,582  shares of the Issuer's common stock outstanding as of September 30, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
 
C.
Starr Insurance Holdings, Inc.

 
Starr Insurance Holdings, Inc.
Date
Number of Shares (1)
Percent Ownership
November 7, 2014
10,719,477
7.8 (2)
March 1, 2015
16,079,216
10.9 (3)
March 1, 2016 16,079,216 10.9 (4)

(1)
Number of Shares over which SIH has shared power to vote and shared power to dispose.
(2)
The percentage is based on 126,999,492 shares of the Issuer's common stock outstanding as of September 30, 2014 as reported in the Issuer's Form 10-Q filed with the Commission on November 13, 2014).
(3)
The percentage is based on 132,068,582  shares of the Issuer's common stock outstanding as of March 31, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
(4)
The percentage is based on 132,268,582  shares of the Issuer's common stock outstanding as of September 30, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
 
D.
Starr Global Financial, Inc.

 
Starr Global Financial, Inc.
Date
Number of Shares (1)
Percent Ownership
November 7, 2014
10,719,477
7.8 (2)
March 1, 2015
16,079,216
10.9 (3)
March 1, 2016 16,079,216 10.9 (4)

(1)
Number of Shares over which SGF has shared power to vote and shared power to dispose.
(2)
The percentage is based on 126,999,492 shares of the Issuer's common stock outstanding as of September 30, 2014 as reported in the Issuer's Form 10-Q filed with the Commission on November 13, 2014).
(3)
The percentage is based on 132,068,582  shares of the Issuer's common stock outstanding as of March 31, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
(4)
The percentage is based on 132,268,582  shares of the Issuer's common stock outstanding as of September 30, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
 
E.
Starr Indemnity & Liability Company

 
Starr Indemnity & Liability Company
Date
Number of Shares (1)
Percent Ownership
November 7, 2014
10,719,477
7.8 (2)
March 1, 2015
16,079,216
10.9 (3)
March 1, 2016 16,079,216 10.9 (4)

(1)
Number of Shares over which SILC has shared power to vote and shared power to dispose.
(2)
The percentage is based on 126,999,492 shares of the Issuer's common stock outstanding as of September 30, 2014 as reported in the Issuer's Form 10-Q filed with the Commission on November 13, 2014).
(3)
The percentage is based on 132,068,582  shares of the Issuer's common stock outstanding as of March 31, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
(4)
The percentage is based on 132,268,582  shares of the Issuer's common stock outstanding as of September 30, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
 
F.
C.V. Starr & Company, Inc.

 
C.V. Starr & Company, Inc.
Date
Number of Shares (1)
Percent Ownership
November 7, 2014
5,000,000
3.9 (2)
March 1, 2015
5,000,000
3.8 (3)
March 1, 2016 5,000,000 3.8 (4)
 
(1)
Number of Shares over which CVS has shared power to vote and shared power to dispose.
(2)
The percentage is based on 126,999,492 shares of the Issuer's common stock outstanding as of September 30, 2014 as reported in the Issuer's Form 10-Q filed with the Commission on November 13, 2014).
(3)
The percentage is based on 132,068,582  shares of the Issuer's common stock outstanding as of March 31, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
(4)
The percentage is based on 132,268,582  shares of the Issuer's common stock outstanding as of September 30, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
 
G.
Maurice R. Greenberg
 
 
Maurice R. Greenberg
Date
Number of Shares (1)
Percent Ownership
November 7, 2014
5,000,000
3.9 (2)
March 1, 2015
5,000,000
3.8 (3)
March 1, 2016 5,000,000 3.8 (4)
 
(1)
Number of Shares over which Mr. Greenberg has shared power to vote and shared power to dispose.
(2)
The percentage is based on 126,999,492 shares of the Issuer's common stock outstanding as of September 30, 2014 as reported in the Issuer's Form 10-Q filed with the Commission on November 13, 2014).
(3)
The percentage is based on 132,068,582  shares of the Issuer's common stock outstanding as of March 31, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
(4)
The percentage is based on 132,268,582  shares of the Issuer's common stock outstanding as of September 30, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
  
  
 
  As of March 1, 2016 (the most recent Subsequent Amendment Date), the Reporting Persons, in aggregate, beneficially own 26,438,955 Shares, which represent 17.1% of the total shares of the Issuer outstanding, based on the Issuer's common stock as of September 30, 2015 as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
 
Item 5(c):

As of the filing of this Statement, 100% (22,438,954 Shares) of the total Warrant Shares are exercisable. 
 
Item 5(d):

Not applicable.

Item 5(e):

Not Applicable.
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as otherwise described herein, none of the Reporting Persons has any legal or other contract, arrangement, understanding, or relationship with any other person with respect to any securities of the Issuer.
 
Item 7.
  Material to be filed as Exhibits
       
Exhibit    Description of Exhibit
     
     
99.1  
Joint Filing Agreement dated  May 1, 2015 (incorporated by reference to the Reporting Persons' initial Schedule 13D filed on May 7, 2015.)
99.2
Strategic Alliance Agreement with Starr Indemnity & Liability Company dated January 8, 2013 (incorporated herein by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K dated January 8, 2013).
99.3
First Amendment to Strategic Alliance Agreement with Starr Indemnity & Liability Company dated March 28, 2013  (Incorporated herein by reference to Exhibit 10.35 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 2012).
99.4
Warrant No. GP-185 to Purchase Common Stock of the Issuer issued pursuant to the Strategic Alliance Agreement (incorporated by reference to the Reporting Persons' initial Schedule 13D filed on May 7, 2015).
99.5
Warrant No. GP-186 to Purchase Common Stock of the Issuer issued pursuant to the Strategic Alliance Agreement (incorporated by reference to the Reporting Persons' initial Schedule 13D filed on May 7, 2015).
 99.6
Securities Purchase Agreement dated as of June 16, 2014 between Grandparents.com, Inc. and C.V. Starr & Company, Inc. (incorporated by reference to the Reporting Persons' Schedule 13D/A filed on May 29, 2015).
 99.7
Warrant No. GP-155 to purchase common stock of the Issuer to the Securities Purchase Agreement (incorporated by reference to the Reporting Persons' Schedule 13D/A filed on May 29, 2015).
 99.8  
 

 
SIGNATURES
 
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.
 
Dated:  March 25, 2016.
 
                                                                        
 
 
  STARR INTERNATIONAL COMPANY, INC.  
       
  By: /s/ Stuart Osborne  
   Stuart Osborne, Vice President  
       
 
STARR GLOBAL HOLDINGS AG
 
   
  By: /s/ Bertil Lundvist
   Bertil Lundqvist, Director  
       
 
STARR INSURANCE HOLDINGS, INC.
 
       
  By: /s/ Julie A. Murray  
   Julie A. Murray, Assistant Secretary  
       
 
STARR GLOBAL FINANCIAL, INC.
 
       
  By: /s/ Thomas A. Bryan  
   Thomas A. Bryan, Assistant Secretary  
   
 
STARR INDEMNITY & LIABILITY COMPANY
 
       
  By: /s/ Julie A. Murray  
   Julie A. Murray, Assistant Secretary  
       
 
C.V. STARR & COMPANY, INC.
 
  By: /s/ Thomas A. Bryan
   Thomas A. Bryan, Assistant Secretary
 
  /s/ Maurice R. Greenberg
   Maurice R. Greenberg
 
 
 


SCHEDULE A
 
STARR INTERNATIONAL COMPANY, INC.
Name and Address
(Citizenship, if Non U.S.)
Office
Principal Occupation
Lawrence Scott Greenberg
399 Park Avenue, 17th Floor
New York, NY  10022
Director
Insurance Executive, C.V. Starr & Co., Inc.
Maurice R. Greenberg
399 Park Avenue, 17th Floor
New York, NY  10022
Director and Managing Director
Chairman and CEO, C.V. Starr & Co., Inc.
Joseph C.H. Johnson (Bermuda)
Bermuda Commercial Bank Bldg.
19 Par la Ville Road, 5th Floor Hamilton
Bermuda HM11
Director and President
Director, Starr International Investment, Ltd.
Lord Peter Levene (UK)
399 Park Avenue, 17th Floor
New York, NY  10022
 
Director
Vice Chairman,
Starr International Co., Inc.
Bertil P. Lundqvist
399 Park Avenue, 17th Floor
New York, NY  10022
Director and Vice President
Executive Vice President and General Counsel, Starr Insurance Holdings, Inc. and C.V. Starr & Co., Inc.
Edward E. Matthews
399 Park Avenue, 17th Floor
New York, NY  10022
Director and Vice President
President, C.V. Starr & Co., Inc.
Howard I. Smith
399 Park Avenue, 17th Floor
New York, NY  10022
Director and Vice President
Vice Chairman, C.V. Starr & Co., Inc.
Stuart Osborne (United Kingdom)
Baarerstrasse 101, CH 6300, Zug
Switzerland
Vice President, Secretary and Treasurer
Accounting Officer, Starr International Services AG
Margaret Barnes
(United Kingdom and Canada)
Baarerstrasse 101, CH 6300, Zug
Switzerland
Vice President and Controller
Insurance Professional, Starr International Investments, Ltd.
 
 

 
STARR GLOBAL HOLDINGS AG
Name and Address
(Citizenship, if Non U.S.)
Office
Principal Occupation
Bertil P. Lundqvist
399 Park Avenue, 17th Floor
New York, NY  10022
Director
Executive Vice President and General Counsel, Starr Insurance Holdings, Inc. and C.V. Starr & Co., Inc.
Edward E. Matthews
399 Park Avenue, 17th Floor
New York, NY  10022
Director
President, C.V. Starr & Co., Inc.
Stuart Osborne (United Kingdom)
Baarerstrasse 101, CH 6300, Zug
Switzerland
Director
Accounting Officer, Starr International Service AG
 
 

 
STARR INSURANCE HOLDINGS, INC.
Name and Address
Office
Principal Occupation
Maurice R. Greenberg
399 Park Avenue, 17th Floor
New York, NY  10022
Chairman, Chief Executive Officer and Director
Chairman and CEO, C.V. Starr & Co., Inc.
Bertil P. Lundqvist
399 Park Avenue, 17th Floor
New York, NY  10022
Director, Executive Vice President and General Counsel
Executive Vice President and General Counsel, Starr Insurance Holdings, Inc. and C.V. Starr & Co., Inc.
Edward E. Matthews
399 Park Avenue, 17th Floor
New York, NY  10022
Vice Chairman and Director
President, C.V. Starr & Co., Inc.
Charles Dangelo
399 Park Avenue, 17th Floor
New York, NY  10022
President and Chief Operating Officer
President and Chief Operating Officer, Starr Insurance Holdings, Inc.
Leilani Brown
399 Park Avenue, 17th Floor
New York, NY  10022
Vice President
Vice President, Starr Insurance Holdings, Inc.
Jayson Hahn
399 Park Avenue, 17th Floor
New York, NY  10022
Chief Technology Officer
Chief Technology Officer,
Starr Insurance Holdings, Inc.
Michael T. Toran
399 Park Avenue, 17th Floor
New York, NY  10022
Vice President and Chief Information Officer
Vice President and Chief Information Officer, Starr Insurance Holdings, Inc.
Nehemiah Ginsburg
399 Park Avenue, 17th Floor
New York, NY  10022
Senior Vice President and Senior Counsel and Secretary
Senior Vice President and Senior Counsel and Secretary
Starr Insurance Holdings, Inc.
William Tucker
399 Park Avenue, 17th Floor
New York, NY  10022
Treasurer
Treasurer, Starr Insurance Holdings, Inc.
John Cunningham
399 Park Avenue, 17th Floor
New York, NY  10022
Vice President
Vice President, Starr Insurance Holdings, Inc.
Michael J. Castelli
399 Park Avenue, 17th Floor
New York, NY  10022
Chief Financial Officer and Senior Vice President
Chief Financial Officer and Senior Vice President, Starr Insurance Holdings, Inc.
John Cunningham
399 Park Avenue, 17th Floor
New York, NY  10022
Chief Financial Systems Officer and Vice President
Chief Financial Systems Officer, Starr Insurance Holdings, Inc.
Gary Muoio
399 Park Avenue, 17th Floor
New York, NY  10022
Vice President, Operations
Vice President, Operations, Starr Insurance Holdings, Inc.
 
 

 
STARR GLOBAL FINANCIAL, INC.
Name and Address
Office
Principal Occupation
Bertil P. Lundqvist
399 Park Avenue, 17th Floor
New York, NY  10022
Vice Chairman and Director
Executive Vice President and General Counsel, Starr Insurance Holdings, Inc. and C.V. Starr & Co., Inc.
Edward E. Matthews
399 Park Avenue, 17th Floor
New York, NY  10022
Chairman and Director
President, C.V. Starr & Co., Inc.
Charles Dangelo
399 Park Avenue, 17th Floor
New York, NY  10022
President
President and Chief Operating Officer, Starr Insurance Holdings, Inc.
William Tucker
399 Park Avenue, 17th Floor
New York, NY  10022
Treasurer
Treasurer, Starr Insurance Holdings, Inc.
Nehemiah Ginsburg
399 Park Avenue, 17th Floor
New York, NY  10022
Secretary
Senior Vice President and Senior Counsel and Secretary
Starr Insurance Holdings, Inc.
 
 

 
STARR INDEMNITY & LIABILITY COMPANY
Name and Address
(Citizenship, if Non U.S.)
Office
Principal Occupation
Michael J. Castelli
399 Park Avenue, 17th Floor
New York, NY  10022
Director
Chief Financial Officer and Senior Vice President , Starr Insurance Holdings, Inc.
Charles Dangelo
399 Park Avenue, 17th Floor
New York, NY  10022
Director, President and Chief Executive Officer
President and Chief Operating Officer, Starr Insurance Holdings, Inc.Maurice
Maurice R. Greenberg
399 Park Avenue, 17th Floor
New York, NY  10022
Director
Chairman and CEO, C.V. Starr & Co., Inc.
Nehemiah Ginsburg
399 Park Avenue, 17th Floor
New York, NY  10022
Director, General Counsel and Secretary
Senior Vice President and Senior Counsel and Secretary
Starr Insurance Holdings, Inc.
 
Jacob E. Hansen
399 Park Avenue, 17th Floor
New York, NY  10022
Director
Director, Starr Indemnity & Liability Company
Howard I. Smith
399 Park Avenue, 17th Floor
New York, NY  10022
Director
Vice Chairman, C.V. Starr & Co., Inc.
Joseph C.H. Johnson (Bermuda)
Bermuda Commercial Bank Bldg.
19 Par la Ville Road, 5th Floor Hamilton
Bermuda HM11
Director
Director, Starr International Investment, Ltd.
Charles Reid
399 Park Avenue, 17th Floor
New York, NY  10022
Director
Director, Starr Indemnity & Liability Company
John Salinger
399 Park Avenue, 17th Floor
New York, NY  10022
Director
Director, Starr Indemnity & Liability Company
William Tucker
399 Park Avenue, 17th Floor
New York, NY  10022
Chief Financial Officer and Treasurer
Treasurer, Starr Insurance Holdings, Inc.
Michael Toran
399 Park Avenue, 17th Floor
New York, NY  10022
Vice President and Chief Information Officer
Vice President and Chief Information Officer, Starr Insurance Holdings, Inc.
Richard A. Bessinger
399 Park Avenue, 17th Floor
New York, NY  10022
Senior Vice President
Senior Vice President, Starr Indemnity & Liability Company
David H. Baker
399 Park Avenue, 17th Floor
New York, NY  10022
Vice President
Vice President, Starr Indemnity & Liability Company
Alex J. Pittignano
399 Park Avenue, 17th Floor
New York, NY  10022
Vice President
Vice President, Starr Indemnity & Liability Company
James Pittinger
399 Park Avenue, 17th Floor
New York, NY  10022
Vice President
Vice President, Starr Indemnity & Liability Company
Jeffrey Johnson
399 Park Avenue, 17th Floor
New York, NY  10022
Chief Property/Casualty Claims Officer
Chief Property/Casualty Claims Officer, Starr Indemnity & Liability Company
James Vendetti
399 Park Avenue, 17th Floor
New York, NY  10022
Executive Vice President and Chief Underwriting Officer
Executive Vice President and Chief Underwriting Officer, Starr Indemnity & Liability Company
 
 

 
C.V. STARR & CO., INC.
Name and Address
Office
Principal Occupation
Geoffrey Clark
399 Park Avenue, 17th Floor
New York, NY  10022
Director
Managing Director, Starr Investments Holdings LLC
Lawrence Scott Greenberg
399 Park Avenue, 17th Floor
New York, NY  10022
Director
Insurance Executive, C.V. Starr & Co., Inc.
Maurice R. Greenberg
399 Park Avenue, 17th Floor
New York, NY  10022
Chairman, Chief Executive Officer and Director
Chairman and CEO, C.V. Starr & Co., Inc.
Bertil P. Lundqvist
399 Park Avenue, 17th Floor
New York, NY  10022
Director, Executive Vice President and General Counsel
Executive Vice President and General Counsel, Starr Insurance Holdings, Inc. and C.V. Starr & Co., Inc.
Edward E. Matthews
399 Park Avenue, 17th Floor
New York, NY  10022
Vice Chairman
President, C.V. Starr & Co., Inc.
Howard I. Smith
399 Park Avenue, 17th Floor
New York, NY  10022
Vice Chairman
Vice Chairman, C.V. Starr & Co., Inc.
John Casale
399 Park Avenue, 17th Floor
New York, NY  10022
Treasurer
Treasurer, C.V. Starr & Co., Inc.
Michael J. Castelli
399 Park Avenue, 17th Floor
New York, NY  10022
Controller
Controller, C.V. Starr & Co., Inc.
Oakley Johnson
399 Park Avenue, 17th Floor
New York, NY  10022
Vice President
Vice President, C.V. Starr & Co., Inc.
Thomas A. Bryan
399 Park Avenue, 17th Floor
New York, NY  10022
Secretary Secretary, C.V. Starr & Co., Inc.