Sec Form 13D Filing - DESANTIS CARL filing for iBio Inc. (IBIO) - 2014-11-18

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 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

iBio, Inc.

(Name of Issuer)

Common Stock, par value $.001

(Title of Class of Securities)

45107K102

(CUSIP Number)

Carl DeSantis

c/o CDS International Holdings, Inc.

3299 NW 2nd Ave

Boca Raton, FL 33431

(561) 705-0394

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

CDS International Holdings, Inc.

Attn: William Milmoe

3299 NW 2nd Ave

Boca Raton, FL 33431

November 18, 2014

(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 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 240.13d-7 for other parties

to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 7 Pages)

CUSIP No. 45107K102

13D

Page 2 of 7 Pages

1.

NAME OF REPORTING PERSON

Carl DeSantis

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) ?

(b) ?

3.

SEC USE ONLY

4.

SOURCE OF FUNDS (see instructions)

00

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ?

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

6,125

8.

SHARED VOTING POWER

5,008,748

9.

SOLE DISPOSITIVE POWER

6,125

10.

SHARED DISPOSITIVE POWER

5,008,748

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,014,873

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(see instructions) ?

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.97%

14.

TYPE OF REPORTING PERSON (see instructions)

IN

_________________________________________________________________

CUSIP No. 45107K102

13D

Page 3 of 7 Pages

1.

NAME OF REPORTING PERSON

DeSantis Revocable Trust

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) ?

(b) ?

3.

SEC USE ONLY

4.

SOURCE OF FUNDS (see instructions)

00

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS

REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ?

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

2,211,479

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

2,211,497

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,211,479

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

EXCLUDES CERTAIN SHARES (see instructions) ?

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.08%

14.

TYPE OF REPORTING PERSON (see instructions)

OO

CUSIP No. 45107K102

13D

Page 4 of 7 Pages

1.

NAME OF REPORTING PERSON

CD Financial, LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) ?

(b) ?

3.

SEC USE ONLY

4.

SOURCE OF FUNDS (see instructions)

00

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e) ?

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

1,530,563

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

1,530,563

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,530,563

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

EXCLUDES CERTAIN SHARES(see instructions) ?

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.13%

14.

TYPE OF REPORTING PERSON (see instructions)

OO

CUSIP No. 45107K102

13D

Page 5 of 7 Pages

Item 1. Security and Issuer.

This Amendment No. 3 updates and amends certain information initially

reported in the Statement of Beneficial Ownership on Schedule 13D filed

with the Securities and Exchange Commission on June 13, 2013, as amended

by Amendment No. 1 dated August 13, 2013, and Amendment No. 2 dated September 29, 2014, by Carl DeSantis, CD Financial,

LLC and the DeSantis Revocable Trust (the "Schedule 13D") in connection

with the ownership of shares of common stock, par value $0.001 per share

(the "Common Stock") of iBio, Inc., a Delaware corporation(the "Issuer"),

by Carl DeSantis, the DeSantis Revocable Trust and CD Financial, LLC

("CD Financial"). Unless otherwise indicated, all capitalized terms used

but not defined herein shall have the same meaning ascribed to them in

the Schedule 13D.

Item 3. Source or Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated

in its entirety as follows:

All of the securities reported on this Statement owned by Carl

DeSantis and CD Financial, LLC were acquired as a result of the

spin-off (the "Spin-Off") of the Issuer from Integrated BioPharma,

except for 63,100 shares of Common Stock acquired by CD Financial

subsequent to the Spin-Off in August 2010 in a private transaction.

The shares of the Issuer were distributed to all of the

stockholders of record of Integrated BioPharma as of August 12, 2008.

Integrated BioPharma's stockholders received one Share of the

Issuer's Common Stock for every one share of Integrated BioPharma

common stock owned by them at the close of business on August 12, 2008.

The date of distribution of the Issuers Common Stock was August 18, 2008.

1,098,219 shares of the securities reported on this Statement

owned by the DeSantis Revocable Trust were acquired by DeSantis Revocable

Trust from CDS Group Holdings, LLC ("CDS Group") in a private transaction

in August 2008. CDS Group acquired such securities as a result of the

Spin-Off. 1,113,260 shares of the securities reported on this Statement

owned by the DeSantis Revocable Trust were acquired by DeSantis Revocable

Trust in July 2013 in a private transaction for a purchase price of

$0.52 per share.

Except as provided in the preceding paragraph, no funds or other

consideration was used by any of the Reporting Persons to acquire the

shares subject hereof, and no funds or other consideration were

borrowed or otherwise obtained for the purpose of acquiring, holding,

trading, or voting the shares subject hereto.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in

its entirety as follows:

(a) The Reporting Persons may be deemed to have beneficial

ownership of 5,014,873 shares of Common Stock of the Issuer, representing

approximately 6.97% of the Issuer's outstanding shares of Common Stock

(the percentage of shares owned being based upon 71,901,358 shares

outstanding on November 14, 2014 as

reported on the Issuer's Quarterly Report on Form 10-Q for the quarter

ended September 30, 2014, filed with the Securities and Exchange Commission

on November 14, 2014). The percentage of ownership reported above in this

Item 5(a) was calculated in accordance with Rule 13d-3(d)(1)(i)

promulgated under the Securities Exchange

Act of 1934, as amended (the "Exchange Act").

(b) Carl DeSantis holds sole voting and dispositive power

with respect to, and directly beneficially owns in the aggregate,

6,125 shares of Common Stock. CD Financial owns 1,530,563 shares

of Common Stock, of which Carl DeSantis may be deemed to be the

indirect beneficial owner (as that term is defined under Rule 13d-3

under the Exchange Act) by virtue of the fact that he has the

power to make decisions at CD Financial. Carl DeSantis may

CUSIP No. 45107K102

13D

Page 6 of 7 Pages

additionally be deemed to share beneficial ownership as well as voting

and dispositive power with the DeSantis Revocable Trust with respect

to 2,211,479 shares of Common Stock as Carl DeSantis is the trustee of

the DeSantis

Revocable Trust. As a holder of greater than 10% of the outstanding

shares of Integrated BioPharma, Carl DeSantis may also be deemed to

share beneficial ownership of the 1,266,706 shares held by Integrated

BioPharma.

CD Financial holds shared voting and dispositive power with respect

to, and directly beneficially owns in the aggregate, 1,530,417 shares of

Common Stock. CD Financial may be deemed to share beneficial ownership as

well as voting and dispositive power with respect to such Common Stock with

Carl DeSantis who has the power to make decisions at CD Financial.

The DeSantis Revocable Trust holds shared voting and dispositive power

with respect to, and directly beneficially owns in the aggregate, 2,211,479

shares of Common Stock. The DeSantis Revocable Trust may be deemed to share

beneficial ownership as well as voting and dispositive power with respect to

such Common Stock with Carl DeSantis, who is the trustee of the DeSantis

Revocable Trust.

(c) Carl DeSantis and CD Financial have not effected any transaction

in the Common Stock of the Issuer directly owned by them in the past sixty days.

The DeSantis Revocable Trust has effected the following transactions in the

Common Stock of the Issuer within the past sixty days:

(i) On October 6, 2014 the DeSantis Revocable Trust sold 65,330

shares of Common Stock of the Issuer in a private sale for a sale price of $0.89

per share.

(ii) On October 10, 2014 the DeSantis Revocable Trust sold 100,000

shares of Common Stock of the Issuer in a private sale for a sale price of $1.02

per share.

(iii) On October 13, 2014 the DeSantis Revocable Trust sold

50,000 shares of Common Stock of the Issuer in a private sale for a sale price of

$2.33 per share.

(iv) On October 14, 2014 the DeSantis Revocable Trust sold

6,572 shares of Common Stock of the Issuer in a private sale for a sale price of

$1.74 per share. (v) On October 16, 2014 the DeSantis Revocable Trust sold

93,428 shares of Common Stock of the Issuer in a private sale for a sale price of

$1.83 per share. (vi) On October 16, 2014 the DeSantis Revocable Trust sold

100,000 shares of Common Stock of the Issuer in a private sale for a sale price of

$1.83 per share. (vii) On October 17, 2014 the DeSantis Revocable Trust sold

100,000 shares of Common Stock of the Issuer in a private sale for a sale price of

$2.56 per share. (viii) On November 11, 2014 the DeSantis Revocable Trust sold

100,000 shares of Common Stock of the Issuer in a private sale for a sale price of

$1.25 per share. (d) With the exception of the 1,266,706 shares held by Integrated BioPharma,

of which Carl DeSantis may be deemed to share beneficial ownership, no person other

than the Reporting Persons has the right to receive or the power to direct the receipt

of dividends from, or the proceeds from the sale of, the Common Stock covered by

this Statement.

(e) Not applicable.

CUSIP No. 45107K102

13D

Page 7 of 7 Pages

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: November 18, 2014

/s/Carl DeSantis

Carl DeSantis, individually

DeSantis

Revocable Trust

Dated:

November 18, 2014

By: /s/Carl DeSantis

Name: Carl DeSantis

Title: Trustee

CD Financial, LLC

Dated:

November 29, 2014

By: /s/Carl DeSantis

Name: Carl DeSantis

Title: Manager