FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GVI SECURITY SOLUTIONS INC [ GVSS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.001 per share | 12/09/2009 | P | 26,472,492 | A | $0.3875 | 26,472,492 | D(1)(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents the shares of Common Stock of GVI Security Solutions, Inc. directly owned by GenNx360 GVI Acquisition Corp. ("Purchaser"). All other entities or person are included within this report due to their affiliation with Purchaser. |
2. The shares of Common Stock of GVI Security Solutions, Inc. may be deemed to be indirectly beneficially owned by the following, all of which are Reporting Persons: (a) GenNx360 GVI Holding, Inc., the sole stockholder of Purchaser ("Parent"), (ii) GenNx360 Capital Partners, L.P, the controlling stockholder of Parent ("GenNx Capital"), (iii) GenNx360 GP, LLC, the general partner of GenNx Capital ("GenNx GP"), (iv) GenNx360 Management Company, LLC the investment manager of GenNx Capital ("GenNx Management"), (v) Ronal E. Blaylock, (vi) Arthur H. Harper and (vii) Lloyd G. Trotter. |
3. [Continuation of Footnote 2] Each of Ronald E. Blaylock, Arthur H. Harper and Lloyd G. Trotter is a Managing Member of GenNx GP and GenNx Management. The Reporting Persons listed in this footnote disclaim beneficial ownership of the reported Common Stock, and this report shall not be deemed an admission that the Reporting Persons listed in this footnote are the beneficial owners of the reported Common Stock for the purpose of Section 16 or any other purpose, except, in each case, to the extent of its pecuniary interest therein. |
/s/ Matthew Guenther GENNX360 GVI ACQUISITION CORP. By: Matthew Guenther, Vice President | 12/09/2009 | |
/s/ Matthew Guenther GENNX360 GVI HOLDING, INC. By: Matthew Guenther, Vice President | 12/09/2009 | |
/s/ Lloyd G. Trotter GENNX360 CAPITAL PARTNERS, L.P. By: GenNx360 GP, LLC, its General Partner By: Lloyd G. Trotter, Managing Member | 12/09/2009 | |
/s/ Lloyd G. Trotter GENNX360 GP, LLC By: Lloyd G. Trotter, Managing Member | 12/09/2009 | |
/s/ Lloyd G. Trotter GENNX360 MANAGEMENT COMPANY, LLC By: Lloyd G. Trotter, Managing Member | 12/09/2009 | |
/s/ Ronald E. Blaylock | 12/09/2009 | |
/s/ Arthur H. Harper | 12/09/2009 | |
/s/ Lloyd G. Trotter | 12/09/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |