Sec Form 4 Filing - Carroll Kenneth @ Diligent Board Member Services, Inc. - 2013-01-18

Insider filing report for Changes in Beneficial Ownership
"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>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Carroll Kenneth
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)
01/18/2013
(Street)
HEWITT, NJ07421
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 01/18/2013 S 31,063 D $ 4.854 ( 1 ) 3,129,447 I By Carroll Capital Holdings LLC ( 3 )
Common stock 600,000 I By the Kenneth Carroll 2012 Family Trust ( 4 )
Common stock 1,000,000 I By the Elizabeth Carroll 2012 Descendants Trust ( 5 )
Common stock 01/21/2013 S 13,325 D $ 4.5242 ( 2 ) 3,116,122 I By Carroll Capital Holdings LLC ( 3 )
Common stock 600,000 I By the Kenneth Carroll 2012 Family Trust ( 4 )
Common stock 1,000,000 I By the Elizabeth Carroll 2012 Descendants Trust ( 5 )
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 Kenneth
94 LONG POND ROAD
HEWITT, NJ07421
X
Carroll Capital Holdings LLC
94 LONG POND ROAD
HEWITT, NJ07421
X
Signatures
/s/ Kenneth Carroll 01/21/2013
Signature of Reporting Person Date
/s/ Kenneth Carroll (Manager) 01/21/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Based on an exchange rate of .NZD to USD of $0.8337.
( 2 )Based on an exchange rate of .NZD to USD of $0.8333.
( 3 )The shares are held by Carroll Capital Holdings, LLC. Mr. Carroll has sole voting and dispositive power of the shares owned by Carroll Capital Holdings and as such may be deemed to indirectly beneficially own the shares owned by Carroll Capital Holdings, LLC.
( 4 )As the trustee of the Kenneth Carroll 2012 Family Trust, Mr. Carroll may be deemed to indirectly beneficially own 600,000 shares held by the Kenneth Carroll 2012 Family Trust. This filing shall not be deemed an admission that Mr. Carroll is the beneficial owner of such 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 any pecuniary interest therein.
( 5 )As the spouse of Elizabeth Carroll who is the trustee of the Elizabeth Carroll 2012 Descendants Trust, Mr. Carroll may be deemed to indirectly beneficially own the 1,000,000 shares held by the Elizabeth Carroll 2012 Descendants Trust. This filing shall not be deemed an admission that Mr. Carroll is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose and Mr. Carroll disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.