X0306 4 2012-05-09 0 0001020475 GRANDPARENTS.COM, INC. GPCM.OB 0001502934 GP.com Holding Company, LLC. C/O GRANDPARENTS.COM, INC. 589 EIGHTH AVENUE, 6TH FLOOR NEW YORK NY 10018 0 0 1 0 Common Stock 2012-05-09 4 C 0 55887491 A 55887491 D Common Stock 2013-04-01 4 J 0 2000000 D 53887491 D Series A Convertible Preferred Stock 2012-05-09 4 C 0 1 0 D Common Stock 55887491 0 D 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. Such securities were distributed (the "Distribution") by the reporting person 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/ Joseph E. Bernstein, Managing Director 2013-04-03