0001172661-17-000192.txt : 20170201 0001172661-17-000192.hdr.sgml : 20170201 20170201073013 ACCESSION NUMBER: 0001172661-17-000192 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170201 DATE AS OF CHANGE: 20170201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: hopTo Inc. CENTRAL INDEX KEY: 0001021435 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133899021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47429 FILM NUMBER: 17563075 BUSINESS ADDRESS: STREET 1: 1901 S. BASCOM AVENUE STREET 2: SUITE 660 CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 8004727466 MAIL ADDRESS: STREET 1: 1901 S. BASCOM AVENUE STREET 2: SUITE 660 CITY: CAMPBELL STATE: CA ZIP: 95008 FORMER COMPANY: FORMER CONFORMED NAME: GRAPHON CORP/DE DATE OF NAME CHANGE: 19990727 FORMER COMPANY: FORMER CONFORMED NAME: UNITY FIRST ACQUISITION CORP DATE OF NAME CHANGE: 19960823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wilmerding David R. CENTRAL INDEX KEY: 0000901535 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 2 HAMILL ROAD STREET 2: SUITE 272 CITY: BALTIMORE STATE: MD ZIP: 21210 FORMER COMPANY: FORMER CONFORMED NAME: WILMERDING DAVID R III DATE OF NAME CHANGE: 19930421 SC 13G/A 1 hpto123116a5.htm SCHEDULE 13G AMENDMENT

 

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*



 

hopTo Inc.
(Name of Issuer)

 

 

Common Stock
(Title of Class of Securities)

 

 

440271104
(CUSIP Number)

 

 

December 31, 2016
(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

 

 

*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 in 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. 440271104
 SCHEDULE 13G/A
Page 2 of 6 Pages
         
1
NAME OF REPORTING PERSONS 
 
David R. Wilmerding, III
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
944,735
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
944,735
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
944,735
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.5%
12
TYPE OF REPORTING PERSON
 
IN

 

 
 

 

CUSIP No.  440271104
 SCHEDULE 13G/A
Page 3 of 6 Pages

 

Item 1.(a) Name of Issuer

hopTo Inc.

(b) Address of Issuer’s Principal Executive Offices

51 East Campbell Avenue, Suite 128

Campbell, CA 95008

Item 2.(a) Name of Person Filing

David R. Wilmerding, III

(b) Address of Principal Business Office, or, if none, Residence

100 International Drive, Suite 19100

 

Baltimore, MD 21201

(c) Citizenship

Please refer to Item 4 on each cover sheet for each filing person 

 (d) Title of Class of Securities

Common Stock

 (e) CUSIP No.:

440271104

 
 

 

CUSIP No.  440271104
 SCHEDULE 13G/A
Page 4 of 6 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e)¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 Not Applicable

 
 

 

CUSIP No.  440271104
 SCHEDULE 13G/A
Page 5 of 6 Pages

 

 

Item 4. Ownership

 

(a) Amount beneficially owned: 944,735

 

As of the date of this filing, the Reporting Person may be deemed to be the beneficial owner of 944,735 shares of hopTo Inc. (the "Company") common stock. The Reporting Person holds 944,735 shares of the Company's common stock and 99,999 warrants to purchase the Company's common stock. Each warrant entitles the holder to purchase one share of the Company's common stock.

 

(b) Percent of Class: 9.5%

 

This percentage is determined by dividing the number of shares of common stock beneficially owned by the Reporting Person, 944,735, by 9,904,461, the number of shares of common stock (9,804,462) issued and outstanding as of November 15, 2016 combined with the number of warrants (99,999) held by the Reporting Person.

 

Item 5. Ownership of Five Percent or Less of a Class

 

Not Applicable

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8. Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9. Notice of Dissolution of Group

 

Not Applicable

 

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief,the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 
 
CUSIP No. 440271104
 SCHEDULE 13G/A
Page 6 of 6 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.

 

Dated: February 1, 2017

 

 

       
  By:  David R. Wilmerding, III
  Name:  David R. Wilmerding, III