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
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
BIOHEART,
INC.
(Name
of
Issuer)
COMMON
STOCK, $0.001 PAR VALUE PER SHARE
(Title
of
Class of Securities)
09062F201
(CUSIP
Number)
Bioheart,
Inc.
c/o
Howard J. Leonhardt
13794
NW
4th
Street
Suite
212
Sunrise,
Florida 33325
Telephone
No.: (954) 835-1500
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
February
19, 2008
(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 Rule 13d-1(e), 13d-1(f) or
or
13d-1(g), check the following box o.
|
CUSIP
No. 09062F201
|
13D
|
Page
2 of
8 Pages
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Howard
J. Leonhardt
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
|
(b) o
|
||
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
OO
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or
2(e)
o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
NUMBER
OF
SHARES |
|
7.
|
SOLE
VOTING POWER
-0-
|
|
BENEFICIALLY
OWNED BY |
8.
|
SHARED
VOTING POWER
4,727,571 shares of Common Stock
|
|
|
EACH
REPORTING |
9.
|
SOLE
DISPOSITIVE POWER
- -0-
|
|
|
PERSON
WITH |
10.
|
SHARED
DISPOSITIVE POWER
4,727,571 shares of Common
Stock
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,727,571 shares of Common Stock
|
|
12.
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
of Common Stock
|
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
|
CUSIP
No. 09062F201
|
13D
|
Page
3 of
8 Pages
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Brenda
L. Leonhardt
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
|
(b) o
|
||
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
OO
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or
2(e)
o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
NUMBER
OF
SHARES |
|
7.
|
SOLE
VOTING POWER
-0-
|
|
BENEFICIALLY
OWNED BY |
8.
|
SHARED
VOTING POWER
4,727,571 shares of Common Stock
|
|
|
EACH
REPORTING |
9.
|
SOLE
DISPOSITIVE POWER
-0- |
|
|
PERSON
WITH |
10.
|
SHARED
DISPOSITIVE POWER
4,727,571 shares of Common
Stock
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,727,571 shares of Common Stock
|
|
12.
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
of Common Stock
|
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
|
CUSIP
No. 09062F201
|
13D
|
Page
4 of
8
Pages
|
This
filing statement on Schedule 13D (this “Schedule 13D”) is being filed jointly by
Howard J. Leonhardt and his spouse Brenda L. Leonhardt (the “Reporting Persons”)
to report the beneficial ownership of shares of common stock (the “Common
Stock”), of Bioheart, Inc. (the “Issuer”). The filing of this Schedule 13D shall
not be deemed to be an admission that the Reporting Persons are, for
the
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as
amended, the beneficial owners of any securities covered by this Schedule
13D.
Item
1. Security
and Issuer.
The
class
of equity securities to which this Schedule 13D relates is the Common
Stock par
value $0.001 per share. The principal executive offices of the Issuer
are
located at 13794 NW 4th
Street,
Suite 212, Sunrise, Florida 33325.
Item
2. Identity
and Background.
(a)
The
Reporting Persons filing this Schedule 13D are Howard J. Leonhardt and
his
spouse Brenda L. Leonhardt.
(b)
The
Reporting Persons’ business address is 13794 NW 4th
Street,
Suite 212, Sunrise, Florida 33325.
(c)
Mr.
Leonhardt is the Executive Chairman and Chief Technology Officer of the
Issuer,
located at 13794 NW 4th
Street,
Suite 212, Sunrise, Florida 33325. Mrs. Leonhardt is not actively
employed.
(d)
During the past five years, the Reporting Persons have not been convicted
in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During the past five years, the Reporting Persons have not been a party
to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding were or are 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.
(f)
The
Reporting Persons are citizens of the United States of America.
Item
3. Source
and Amount of Funds or Other Consideration.
On
February 19, 2008, the Reporting Person purchased 114,000 and 30,000
shares of
Common Stock of the Issuer at a per share price of $5.25 and $5.1337,
respectively. Immediately prior to the purchase of the shares, the Reporting
Person beneficially owned an aggregate of 4,583,571 shares of Common
Stock.
These shares are directly owned by the Reporting Person.
Item
4. Purpose
of Transaction.
The
Reporting Person acquired 144,000 shares for invest
ment.
|
CUSIP
No. 09062F201
|
13D
|
Page
5 of
8
Pages
|
The
Reporting Person does not have any plans or proposals that relate to
or would
result in: (a) the acquisition by any person of additional securities
of the
Issuer or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer; (c) a sale or transfer of a material amount of
assets of
the Issuer; (d) any change in the present board of directors or management
of
the Issuer, including any plans or proposals to change the number or
term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer;
(f) any
other material change in the Issuer’s business or corporate structure; (g)
changes in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer
by any
person; (h) causing a class of securities of the Issuer to be delisted
from a
national securities exchange or to cease to be authorized to be quoted
in an
interdealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of
1934; or (j) any action similar to any of those enumerated above.
Item
5. Interest
in Securities of the Issuer.
(a) The
aggregate number and percentage of shares of Common Stock to which this
Schedule
13D relates is 4,727,571 shares, representing 32.7% of the shares of
Common
Stock outstanding.
(b) The
Reporting Person has voting and dispositive power with respect to 4,727,571
shares of Common Stock and the option to purchase shares of Common Stock
held by
him.
(c) On
February 19, 2008, the Reporting Person purchased 114,000 and 30,000
shares of
Common Stock of the Issuer at a per share price of $5.25 and $5.1337,
respectively.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the
Issuer.
There
are
no contracts, arrangements, understandings or relationships (legal or
otherwise)
between the Reporting Person and any person with respect to any securities
of
the Issuer, including, but not limited to, transfer or voting of any
of the
securities of the Issuer, finders’ fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits
or loss
or the giving or withholding of proxies.
Item
7. Material
to be Filed as Exhibits.
Exhibit
1
- Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
|
CUSIP
No. 09062F201
|
13D
|
Page 6
of
8
Pages
|
SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement
is true,
complete and correct.
| Date: February 29, 2008 | By: | |
|
Howard J. Leonhardt |
||
| By: | ||
|
Brenda L. Leonhardt |
||
|
CUSIP
No. 09062F201
|
13D
|
Page 7
of
8
Pages
|
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934,
as
amended, the undersigned and each other person executing this joint filing
agreement (this “Agreement”) agree as follows:
(i)
The
undersigned and each other person executing this Agreement are individually
eligible to use the Schedule 13D to which this Exhibit is attached and
such
Schedule 13D is filed on behalf of the undersigned and each other person
executing this Agreement; and
(ii)
The
undersigned and each other person executing this Agreement are responsible
for
the timely filing of such Schedule 13D and any amendments thereto, and
for the
completeness and accuracy of the information concerning such person contained
therein; but none of the undersigned or any other person executing this
Agreement is responsible for the completeness or accuracy of the information
statement concerning any other persons making the filing, unless such
person
knows or has reason to believe that such information is inaccurate.
This
Agreement may be executed in any number of counterparts, each of which
shall be
deemed to be an original, but all of which, taken together, shall constitute
one
and the same instrument.
|
Dated:
February 29, 2008
|
||
| By: | ||
|
Howard J. Leonhardt |
||
| By: | ||
|
Brenda L. Leonhardt |
||