Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Amendment
Number 5
Under the
Securities Exchange Act of 1934
Bluegate
Corporation
(Name of
Issuer)
Common
Stock, par value $0.001
(Title of
Class of Securities)
09623A-10-5
(CUSIP
Number)
William Koehler,
701 N. Post Oak Rd., Suite 600, Houston,
Texas
77024, (713) 686-1100
(Name,
Address, and Telephone Number of Person Authorized
to
Receive Notices and Communications)
October
27, 2009
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D and is filing this schedule
because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ¨
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See ss.240,13d-7(b) for other parties
to whom copies are to be sent.
* 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 on 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).
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(1)
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Name
of Reporting Person:
William Koehler
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|
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(2)
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Check
the Appropriate Box if a Member of a Group (See
Instructions).
(a) o
(b) o
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|
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(3)
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SEC
Use Only
|
|
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(4)
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Source
of Funds (See Instructions)
PF
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|
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(5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e).
o
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(6)
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Citizenship
or Place of Organization
United
States of America
|
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NUMBER
OF
SHARES
BENE-
FICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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(7)
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Sole
Voting Power
4,975,117
|
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(8)
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Shared
Voting Power
-0-
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|
|
(9)
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Sole
Dispositive Power
4,975,117
|
|
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(10)
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Shared
Dispositive Power
-0-
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(11)
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Aggregate
Amount Owned by Each Reporting Person
4,975,117
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|
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
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(13)
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Percent
of Class Represented by Amount if Row (11)
17.6%
of the Issuer’s outstanding common stock (which assumes the exercise of
all options and warrants held by the Reporting Person)
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(14)
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Type
of Reporting Person
IN
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-2-
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ITEM
1.
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Security
and Issuer
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This
Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and restates,
where indicated, the statement on Schedule 13D relating to the common stock of
the Issuer filed by William Koehler (the “Reporting Person”) with the
Securities and Exchange Commission on February 22, 2008 (the “Prior Schedule
13D”).
This
Amendment No. 5 is being made to disclose certain changes in the beneficial
ownership of the shares of common stock of the Issuer held by the Reporting
Person. Except as otherwise set forth herein, this Amendment No. 5
does not modify any of the information previously reported by the Reporting
Person in the Prior Schedule 13D.
This
Schedule 13D/A is being filed with respect to shares of common stock, par value
$0.001 per share, of Bluegate Corporation (“Bluegate,” the “Issuer,” the
“Company,” “we,” or “us”), whose address is 1602 Lynnview, Houston, Texas
77055.
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ITEM
2.
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Identity
and Background
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(a)
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William Koehler.
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(b)
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Business
address: 701 N. Post Oak Rd., Suite 600, Houston,
Texas 77024.
|
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(c)
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Former
Director, Bluegate Corporation, works as proprietor
at 1602 Lynnview
Houston,
Texas 77055
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(d)
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Mr. Koehler
has not, during the last five years, been convicted in a criminal
proceeding (excluding minor traffic violations or similar
misdemeanors).
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(e)
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Mr.
Koehler has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such
laws.
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(f)
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Mr. Koehler
is a citizen of the United States of
America.
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ITEM
3.
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Source
and Amount of Funds or Other
Consideration
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This
Schedule 13D/A discloses that on February 14, 2008, we issued an aggregate of
2,100,000 shares of common stock to Mr. Koehler.
In July 2008, 12,500 warrants held by
Mr. Koehler expired unexercised.
-3-
On May
31, 2009, Mr. Koehler resigned as an executive officer/employee of the
Issuer.
On
October 27, 2009, William Koehler resigned as a director of the
Issuer.
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ITEM
4.
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Purpose
of Transaction
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This
Schedule 13D/A discloses that on February 14, 2008, we issued an aggregate of
2,100,000 shares of common stock to Mr. Koehler.
On
October 27, 2009, William Koehler resigned as a director of the
Issuer.
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(a)
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Mr. Koehler
may, from time to time, acquire additional securities of the registrant
for investment purposes. In connection with Mr. Koehler's position as
a director of the registrant, he could receive as compensation, stock and
options to acquire shares of common
stock.
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(b)
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Mr. Koehler
has no present plans or proposals for an extraordinary corporate
transaction involving the registrant. The registrant previously acquired
his company.
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(c)
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Mr. Koehler
has no present plans or proposals involving the sale or transfer of a
material amount of assets of the registrant or any of its
subsidiaries.
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(d)
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Mr. Koehler
has no present plans or proposals involving any change in the present
board of directors or management of registrant, nor any plans or proposals
to change the number or term of directors or to fill any existing
vacancies on the board.
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(e)
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Mr. Koehler
has no present plans or proposals for a material change in the present
capitalization or dividend policy of the
registrant.
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(f)
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Mr. Koehler
has no present plans or proposals for a material change in the
registrant's business or corporate
structure.
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(g)
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Mr. Koehler
has no present plans or proposals for changes in the registrant's charter
or bylaws, or instruments corresponding thereto or other actions that may
impede the acquisition of control of the registrant by any
person.
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(h)
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Mr. Koehler
has no present plans or proposals for causing a class of securities of the
registrant to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities
association.
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(i)
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Mr.
Koehler has no present plans or proposals for a class of securities of the
registrant becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act.
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(j)
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Mr. Koehler
has no present plans or proposals for any actions similar to those
enumerated above.
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-4-
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ITEM5.
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Interest
in Securities of the Issuer
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(a)
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Mr. Koehler
is the beneficial owner and has the sole right to vote a total of
4,975,117 shares of common stock.
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Of the
4,975,117 shares beneficially owned by Mr. Koehler (representing 17.6% of the
Issuer’s outstanding shares, assuming the exercise of all of the outstanding
options and warrants held by Mr. Koehler): (i) 2,735,117 are common shares owned
directly by Mr. Koehler, and (ii) 2,240,000 are common shares issuable upon the
exercise of options and warrants.
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(b)
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Mr. Koehler
has sole voting and dispositive power for all of the shares of common
stock.
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(c)
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Mr. Koehler
has not made any transactions in common stock during the past sixty days,
other than as described herein.
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(d)
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Other
than Mr. Koehler, no other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, Mr. Koehler holdings.
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(e)
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Not
applicable.
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ITEM
6.
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Contract,
Agreements, Understandings or Relationships with Respect to Securities of
the Issuer
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None.
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ITEM
7.
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Material
to be Filed as Exhibits
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None.
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.
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Date:
January 22, 2010
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(signed)
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/s/
William Koehler
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William Koehler
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-5-