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"
- Peter Lynch
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- 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. 3)*
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INTELLICHECK, INC.
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(Name of Issuer)
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COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
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45817G201
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(CUSIP Number)
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DECEMBER 31, 2019
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(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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Rule 13d-1(c)
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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 the disclosures provided in a prior cover page.
The information required in 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. 45817G201
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Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
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Rawleigh Hazen Ralls, IV
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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820,751 (1)
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6
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SHARED VOTING POWER
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343,807
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7
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SOLE DISPOSITIVE POWER
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820,751 (1)
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8
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SHARED DISPOSITIVE POWER
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343,807
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,164,558 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.3% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) Includes 14,000 shares which Mr. Ralls has the right to acquire within sixty days of December 31, 2019 upon conversion of certain call options of the Issuer.
(2) This percentage is calculated based upon 15,885,150 shares of the Issuer’s common stock outstanding as of November 13, 2019 as reported in the Issuer’s Quarterly Report
on Form 10-Q for the period ended September 30, 2019 (Commiss
ion File No. 000-50296) filed with the Securities and Exchange Commission on November 13, 2019.
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CUSIP No. 45817G201
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Page 3 of 5 Pages
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| Item 1(a) |
Name of Issuer
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Intellicheck, Inc.
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Address of Issuer’s Principal Executive Offices
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100 Jericho Quadrangle, Suite 202
Jericho, New York 11753
| Item 2(a) |
Name of Person Filing
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Rawleigh Hazen Ralls, IV
| Item 2(b) |
Address of Principal Business Office or, if none, Residence
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c/o Lacuna, LLC
1100 Spruce Street, Suite 202
Boulder, Colorado 80302
| Item 2(c) |
Citizenship
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United States of America
| Item 2(d) |
Title of Class of Securities
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Common Stock, $0.001 par value
| Item 2(e) |
CUSIP Number
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45817G201
Item 3
Not applicable.
| Item 4 |
Ownership
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Beneficial
Ownership
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Percentage
of Class (1)
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Rawleigh Hazen Ralls, IV
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820,751(2)
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343,807(3)
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820,751(2)
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343,807(3)
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1,164,558(2)(3)
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7.3%
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This percentage is calculated based upon 15,885,150 shares of the Issuer’s common stock outstanding as of November 13, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2019 (Commission
File No. 000-50296) filed with the Securities and Exchange Commission on November 13, 2019.
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Includes 14,000 shares which Mr. Ralls has the right to acquire within sixty days of December 31, 2019 upon conversion of certain call options of the Issuer and 310,751 shares held by the Rawleigh Ralls Individual Retirement Account.
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Includes 125,000 shares held directly by Kate Ralls, his spouse, 134,500 shares held by the Kate Ralls Individual Retirement Account and 84,307 shares held by Lacuna Venture Fund LLLP (“Lacuna Venture”). Lacuna Ventures GP LLLP
(“Lacuna Ventures GP”) is the general partner of Lacuna Venture. Lacuna, LLC is the sole general partner of Lacuna Ventures GP. Mr. Ralls is a managing director of Lacuna, LLC and 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 Lacuna Venture but disclaims beneficial ownership thereof except to the extent of his pecuniary interest therein.
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| Item 5 |
Ownership of Five Percent or Less of a Class
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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. ☐
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CUSIP No. 45817G201
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Page 4 of 5 Pages
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| Item 6 |
Ownership of More than Five Percent of Another Person
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Not applicable.
| Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
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Not applicable.
| Item 8 |
Identification and Classification of Members of the Group
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Not applicable.
| Item 9 |
Notice of Dissolution of Group
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Not applicable.
| Item 10 |
Certification
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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.
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.
EXECUTED this 14th day of February, 2020.
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/s/ Rawleigh H. Ralls, IV
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Rawleigh H. Ralls, IV
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