Sec Form 4 Filing - Carroll Capital Holdings LLC @ Diligent Board Member Services, Inc. - 2012-12-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Carroll Capital Holdings LLC
2. Issuer Name and Ticker or Trading Symbol
Diligent Board Member Services, Inc. [ DIL.NZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
94 LONG POND ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/24/2012
(Street)
HEWITT, NJ07421
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common stock 11/20/2012 G V 600,000 ( 1 ) D $ 0 4,468,014 D
Common stock 11/20/2012 G V 1,000,000 ( 1 ) D $ 0 3,468,014 D
Common stock 12/24/2012 S 25,807 D $ 4.532 3,442,207 D
Common stock 12/27/2012 S 21,912 D $ 4.5058 3,420,295 D
Common stock 12/28/2012 S 26,995 D $ 4.4701 3,393,300 D
Common stock 12/31/2012 S 11,899 D $ 4.4825 3,381,401 D
Common stock 01/03/2013 S 1,500 D $ 4.5533 3,379,901 D
Common stock 01/03/2013 S 30,000 D $ 4.5364 3,349,901 D
Common stock 01/07/2013 S 25,895 D $ 4.5505 3,324,006 D
Common stock 01/08/2013 S 15,679 D $ 4.5571 3,308,327 D
Common stock 01/09/2013 S 17,063 D $ 4.5801 3,291,264 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carroll Capital Holdings LLC
94 LONG POND ROAD
HEWITT, NJ07421
X
Signatures
/s/ Kenneth Carroll 01/09/2013
Signature of Reporting Person Date
/s/ Kenneth Carroll (Manager) 01/09/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 20, 2012, Carroll Capital Holdings, LLC transferred 1,000,000 shares to Kenneth Carroll and 600,000 shares to the spouse of Mr. Carroll. These shares were transferred on the same date to the Elizabeth Carroll 2012 Descendants Trust and the Kenneth Carroll 2012 Family Trust, respectively (the "Trust Shares").
( 2 )Kenneth Carroll has sole voting and dispositive power of the shares owned by Carroll Capital Holdings, LLC and as such may be deemed to indirectly beneficially own the shares owned by Carroll Capital Holdings, LLC.As the trustee of the Kenneth Carroll 2012 Family Trust and the spouse of Elizabeth Carroll who is the trustee of the Elizabeth Carroll 2012 Descendants Trust, Mr. Carrol may be deemed to beneficially own the Trust Shares. This filing shall not be deemed an admission that Mr. Carroll is the beneficial owner of the Trust Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and Mr. Carroll disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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