SEC Form 4
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*
LAZARUS INVESTMENT PARTNERS LLLP

(Last) (First) (Middle)
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670

(Street)
DENVER CO 80209

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COUPON EXPRESS, INC. [ CPXP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/30/2012(1) P 105,000 A $0.0265 33,477,572 D
Common Stock 08/31/2012(1) P 10,000 A $0.03 33,487,572 D
Common Stock 09/26/2012(1) P 10,000 A $0.0335 33,497,572 D
Common Stock 09/28/2012(1) P 10,000 A $0.0339 33,507,572 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
10% Convertible Note $25,000 08/08/2012 C $100,000 10/24/2011 10/24/2012 Preferred 4 (2) 0 D
Series A Preferred (2) 08/08/2012 C 4 08/08/2012 (2) Common 5,000,000 (2) 4 D
1. Name and Address of Reporting Person*
LAZARUS INVESTMENT PARTNERS LLLP

(Last) (First) (Middle)
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670

(Street)
DENVER CO 80209

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BORUS JUSTIN B

(Last) (First) (Middle)
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670

(Street)
DENVER CO 80209

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Lazarus Management Co LLC

(Last) (First) (Middle)
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670

(Street)
DENVER CO 80209

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Transactions were not required to be reported earlier since share purchases aggregating less than $10,000.
2. The Convertible Note was convertible into the Issuer's Series A Preferred Stock at a conversion price of $25,000.00 per share of Series A Preferred Stock for no additional consideration other than cancellation of the Note. The Note automatically converted pursuant to its terms as a result of the conversion of the Issuer's convertible debt. The Series A Preferred Stock received upon conversion is convertible into Common Stock at the rate of 1,250,000 shares of Common Stock for each share of Series A Preferred Stock. The conversion rate is subject to certain adjustments.
Remarks:
The reported securities are owned directly by Lazarus Investment Partners LLLP, and indirectly by Lazarus Management Company LLC, as investment adviser and general partner of Lazarus Investment Partners LLLP, and Justin B. Borus, as managing member of Lazarus Management Company LLC. Lazarus Management Company LLC and Justin B. Borus disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
/s/ Justin Borus, individually, and as managing member of Lazarus Management Company LLC for itself and as general partner of Lazarus Investment Partners LLLP 11/01/2012
** 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).
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