X0306 4 2012-05-09 0 0001020475 GRANDPARENTS.COM, INC. GPCM.OB 0001008405 COHEN ROBERT C/O GRANDPARENTS.COM, INC. 589 EIGHTH AVENUE, 6TH FLOOR NEW YORK NY 10018 1 1 0 0 VP - Admin., CCO, Secretary Common Stock 2012-05-09 4 C 0 55887491 A 55887491 I See Footnote Common Stock 2013-04-01 4 J 0 2000000 D 53887491 I See Footnote Series A Convertible Preferred Stock 2012-05-09 4 C 0 1 0 D Common Stock 55887491 0 I See Footnote The Series A Convertible Preferred Stock automatically converted into 55,887,491 shares of common stock, par value $.01 per share ("Common Stock"), of Grandparents.com, Inc. (the "Corporation") on May 9, 2012, which is the date on which the Corporation filed a Certificate of Amendment of its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock to 150,000,000. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act or 1934, as amended (the "Exchange Act"), or for any other purposes. See footnote 3 hereto. The reported securities are owned beneficially and of record by GP.com Holding Company, LLC, a limited liability company of which the reporting person is a Managing Director and indirectly holds a membership interest ("GP.com LLC"). The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of Exchange Act or for any other purposes. Such securities were distributed (the "Distribution") by GP.com LLC to an entity controlled by Joseph Bernstein, a Managing Director of the reporting person and executive officer and director of the Corporation, as an advance against future pro rata distributions by GP.com LLC of shares of the Company's Common Stock owned by GP.com LLC. No consideration was paid to the Corporation in connection with the Distribution. /s/ Robert Cohen 2013-04-03