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.
- Peter Lynch
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
KIDOZ INC.
(Name of Issuer)
Common stock, no par value
(Title of Class of Securities)
G5259K105
(CUSIP Number)
December 16, 2019
(Date of event which requires filing of this statement)
Check the appropriate box to designate the
rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(1) NAMES OF REPORTING PERSONS TRYON M. WILLIAMS
I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS (ENTITIES ONLY)
N/ A
(2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP *
(a) [X]
(b) [
]
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION Canadian
|
Number of Shares Beneficially by Owned by Each Reporting Person With: |
5. SOLE VOTING POWER |
17,467,816 |
|
6. SHARED VOTING POWER |
17,467,816 |
|
|
7. SOLE DISPOSITIVE POWER |
17,467,816 |
|
|
8. SHARED DISPOSITIVE POWER |
17,467,816 |
(9) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
17,467,816 SHARES HELD DIRECTLY &
3,596,831 HELD BY BINGO, INC. OF WHICH MR. WILLIAMS IS A POTENTIAL BENEFICIARY OF SEVERAL DISCRETIONARY TRUSTS THAT HOLD APPROXIMATELY 80% OF BINGO, INC.
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.32%
(12) TYPE OF REPORTING PERSON ** IN
Page 1
ITEM 1
Item 1(a). Name of Issuer: Kidoz Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Issuer's principal executive offices are located at Ground Floor, Hansa Bank Building,
Landsome Road, AI 2640,
The Valley, Anguilla, B.W.I.
ITEM 2
Item 2(a). Name of Person Filing: TRYON M. WILLIAMS
Item 2(b). Address of Principal Business
Office or, if None, Residence:
C/o
Kidoz Inc.
Suite 220, 1685 West 4th Avenue
Vancouver, BC
V6J 1L8
Canada
Item 2(c). Citizenship: Canadian
Item 2(d). Title of Class of Securities: Common Stock, no par value (the "Common Stock")
Item 2(e). CUSIP Number: G5259K105
ITEM 3
If this statement is filed pursuant to Section 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,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
Page 2
ITEM 4 OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
| Held by Mr. Tryon M. Williams | 17,467,816 |
| Total Beneficial holdings | 17,467,816 |
Mr. Tryon M. Williams acquired of the following:
- 10,000 Kidoz Inc. shares at CAD$0.35 (US$0.27) per share on the 16th of December, 2019.
- 23,000 Kidoz Inc. shares at CAD$0.35 (US$0.27) per share on the 17th of December, 2019.
- 3,000 Kidoz Inc. shares at CAD$0.35 (US$0.27) per share on the 18th of December, 2019.
(b) Percent of class: 13.32%
The percentages set forth in this Schedule 13G are calculated based on the 131,124,989 shares of Common Stock outstanding as of December 19, 2019.
(c) Number of shares as to which the person has:.
(i) Sole power to vote or direct the vote: 17,467,816
(ii) Shared power to vote or direct the vote: 17,467,816
(iii) Sole power to dispose or direct the disposition: 17,467,816
(iv) Shared power to dispose or direct the disposition: 17,467,816
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A C LASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] NOT APPLICABLE
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Section 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Section 240.13d-1(c) or Section 240.13d-1(d), attach an exhibit stating the identity of each member of the group. NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. ` NOT APPLICABLE
Page 3
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. [X]
(b) The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(c):
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. [ ]
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: December 19, 2019