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.
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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. 1)*
Inuvo, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
46122W204
(CUSIP Number)
April 2, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
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* |
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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CUSIP No. 46122W204 |
13G |
Page 2 of 8 Pages |
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1. |
NAMES OF REPORTING PERSONS ONSET V, L.P. | ||
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | ||
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(a) o (b) x (1)
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
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NUMBER OF |
5. |
SOLE VOTING POWER 0 | |
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6. |
SHARED VOTING POWER 2,559,691 (2) | ||
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7. |
SOLE DISPOSITIVE POWER 0 | ||
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8. |
SHARED DISPOSITIVE POWER 2,559,691 (2) | ||
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,559,691 (2) | ||
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o | ||
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% (3) | ||
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12. |
TYPE OF REPORTING PERSON (see instructions) PN | ||
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(1) |
This Amendment No.1 to Schedule 13G (hereinafter, the “Schedule 13G”) is filed by ONSET V, L.P. (“ONSETV”), ONSET V Management LLC (“ONSETVM”), Terry L. Opdendyk and Robert F. Kuhling, Jr. (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
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(2) |
The shares are held directly by ONSETV. ONSETVM serves as the sole general partner of ONSETV. ONSETVM does not directly own any securities of the Issuer. Terry L. Opdendyk and Robert F. Kuhling, Jr. may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of the Issuer held by ONSETV but disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein. |
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(3) |
This calculation is based on 56,861,631 shares of Common Stock, par value $0.001 per share, reported to be outstanding in the Issuer’s Prospectus Supplement to Registration Statement on Form S-3 (333-220317), filed with the Securities and Exchange Commission on April 2, 2020. |
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CUSIP No. 46122W204 |
13G |
Page 3 of 8 Pages |
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1. |
NAMES OF REPORTING PERSONS ONSET V Management, LLC | ||
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | ||
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(a) o (b) x (1)
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
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NUMBER OF |
5. |
SOLE VOTING POWER 0 | |
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6. |
SHARED VOTING POWER 2,559,691 (2) | ||
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7. |
SOLE DISPOSITIVE POWER 0 | ||
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8. |
SHARED DISPOSITIVE POWER 2,559,691 (2) | ||
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,559,691 (2) | ||
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o | ||
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% (3) | ||
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12. |
TYPE OF REPORTING PERSON (see instructions) OO | ||
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(1) |
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
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(2) |
The shares are held directly by ONSETV. ONSETVM serves as the sole general partner of ONSETV. ONSETVM does not directly own any securities of the Issuer. Terry L. Opdendyk and Robert F. Kuhling, Jr. may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of the Issuer held by ONSETV but disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein. |
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(3) |
This calculation is based on 56,861,631 shares of Common Stock, par value $0.001 per share, reported to be outstanding in the Issuer’s Prospectus Supplement to Registration Statement on Form S-3 (333-220317), filed with the Securities and Exchange Commission on April 2, 2020. |
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CUSIP No. 46122W204 |
13G |
Page 4 of 8 Pages |
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1. |
NAMES OF REPORTING PERSONS Terry L. Opdendyk | ||
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | ||
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(a) o (b) x (1)
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
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NUMBER OF |
5. |
SOLE VOTING POWER 0 | |
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6. |
SHARED VOTING POWER 2,559,691 (2) | ||
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7. |
SOLE DISPOSITIVE POWER 0 | ||
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8. |
SHARED DISPOSITIVE POWER 2,559,691 (2) | ||
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,559,691 (2) | ||
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o | ||
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% (3) | ||
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12. |
TYPE OF REPORTING PERSON (see instructions) IN | ||
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(1) |
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
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(2) |
The shares are held directly by ONSETV. ONSETVM serves as the sole general partner of ONSETV. ONSETVM does not directly own any securities of the Issuer. Terry L. Opdendyk and Robert F. Kuhling, Jr. may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of the Issuer held by ONSETV but disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein. |
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(3) |
This calculation is based on 56,861,631 shares of Common Stock, par value $0.001 per share, reported to be outstanding in the Issuer’s Prospectus Supplement to Registration Statement on Form S-3 (333-220317), filed with the Securities and Exchange Commission on April 2, 2020. |
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CUSIP No. 46122W204 |
13G |
Page 5 of 8 Pages |
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1. |
NAMES OF REPORTING PERSONS Robert F. Kuhling, Jr. | ||
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | ||
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(a) o (b) x (1)
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
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NUMBER OF |
5. |
SOLE VOTING POWER 0 | |
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6. |
SHARED VOTING POWER 2,559,691 (2) | ||
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7. |
SOLE DISPOSITIVE POWER 0 | ||
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8. |
SHARED DISPOSITIVE POWER 2,559,691 (2) | ||
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,559,691 (2) | ||
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o | ||
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% (3) | ||
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12. |
TYPE OF REPORTING PERSON (see instructions) IN | ||
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(1) |
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
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(2) |
The shares are held directly by ONSETV. ONSETVM serves as the sole general partner of ONSETV. ONSETVM does not directly own any securities of the Issuer. Terry L. Opdendyk and Robert F. Kuhling, Jr. may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the di sposition of, the securities of the Issuer held by ONSETV but disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein. |
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(3) |
This calculation is based on 56,861,631 shares of Common Stock, par value $0.001 per share, reported to be outstanding in the Issuer’s Prospectus Supplement to Registration Statement on Form S-3 (333-220317), filed with the Securities and Exchange Commission on April 2, 2020. |
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CUSIP No. 46122W204 |
13G |
Page 6 of 8 Pages |
Item 1.
(a) Name of Issuer
Inuvo, Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices
500 President Clinton Avenue, Suite 300, Little Rock, AR 72201
Item 2.
(a) Name of Person Filing
ONSET V, L.P. (“ONSETV”)
ONSET V Management, L.L.C. (“ONSETVM”)
Terry L. Opdendyk (“Opdendyk”)
Robert F. Kuhling, Jr. (“Kuhling”)
(b) Address of the Principal Office or, if none, residence
2400 Sand Hill Road, Suite 150
Menlo Park, California 94025
(c) Citizenship
Entities:
ONSETV — Delaware
ONSETVM - Delaware
Individuals:
Opdendyk — United States of America
Kuhling — United States of America
(d) Title of Class of Securities
Common Stock, par value $0.001 per share.
(e) CUSIP Number
46122W204
Item 3.
Not applicable.
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CUSIP No. 46122W204 |
13G |
Page 7 of 8 Pages |
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: See Row 9 of cover page for each Reporting Person
(b) Percent of class: See Row 11 of cover page for each Reporting Person
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class.
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. x
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Under certain circumstances set forth in the limited partnership agreement of ONSETV and the limited liability company agreement of ONSETVM, the general and limited partners of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
The response to Item 2(a) is incorporated herein by reference. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, is incorporated by reference to Exhibit A to Schedule 13G filed on July 17, 2017.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
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, other than activities solely in connection with a nomination under §240.14a-11.
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CUSIP No. 46122W204 |
13G |
Page 8 of 8 Pages |
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.
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.
Dated: April 10, 2020
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ONSET V, L.P. | |
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By: ONSET V Management, LLC | |
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Its: General Partner | |
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By: |
/s/ Terry L. Opdendyk |
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Terry L. Opdendyk |
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By: |
/s/ Robert F. Kuhling, Jr. |
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Robert F. Kuhling, Jr. |
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ONSET V Management, LLC | |
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By: |
/s/ Terry L. Opdendyk |
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Terry L. Opdendyk |
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By: |
/s/ Robert F. Kuhling, Jr. |
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Robert F. Kuhling, Jr. |
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/s/ Terry L. Opdendyk |
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Terry L. Opdendyk |
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/s/ Robert F. Kuhling, Jr. |
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Robert F. Kuhling, Jr. |