FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/31/2008 |
3. Issuer Name and Ticker or Trading Symbol
HEALTH BENEFITS DIRECT CORP [ HBDT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 04/10/2008 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.001 per share | 6,000,000 | D | |
Common Stock, par value $0.001 per share | 100,000(1) | I | See Footnote(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants to Purchase Common Stock | 01/11/2006 | 01/10/2009 | Common Stock | 50,000 | $1.5 | I | See Footnote(3) |
Warrants to Purchase Common Stock | 03/30/2007 | 03/30/2012 | Common Stock | 500,000 | $3 | D | |
Warrants to Purchase Common Stock | 03/31/2008 | 03/31/2013 | Common Stock | 5,000,000 | $0.8 | D |
Explanation of Responses: |
1. This amended Form 3 is being filed to correct the number of shares indirectly owned by The Co-Investment Fund II, L.P. (the "Fund"). The original Form 3, filed with the Securities and Exchange Commission on April 10, 2008, inadvertently reported that the Fund indirectly owned 150,000 shares of common stock owned by Frederick Tecce and 99,010 shares of common stock owned by Donald Caldwell. Mr. Tecce only holds 100,000 shares of common stock and 50,000 warrants to purchase shares of common stock, while Mr. Caldwell does not hold any shares of common stock of Health Benefits Direct Corporation. |
2. Represents 100,000 shares of common stock owned by Frederick Tecce, the managing partner of Cross Atlantic Capital Partners, Inc. The Fund is designee of Cross Atlantic Capital Partners, Inc. |
3. Represents 50,000 warrants underlying shares of common stock owned by Mr. Tecce, the managing partner of Cross Atlantic Capital Partners, Inc. The Fund is designee of Cross Atlantic Capital Partners, Inc. |
Remarks: |
/s/ ANTHONY R. VERDI, Attorney in fact | 06/30/2008 | |
** 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 5 (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. |