Website Pros Inc - Amended Statement of Ownership (SC 13G/A)
2008年2月12日 - 5:38AM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
Common
Stock, par value $.001 per share
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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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).
CUSIP No. 94769V 10
5
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1.
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Names of Reporting Persons
David L. Brown
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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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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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
1,469,308(1)
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6.
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Shared Voting Power
36,550(2)
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7.
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Sole Dispositive Power
1,469,308(1)
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8.
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Shared Dispositive Power
36,550(2)
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,505,858
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented
by Amount in Row (9)
5.2%
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12.
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Type of Reporting Person
(See Instructions)
IN
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(1) Consists
of 25,941 shares of common stock held by Mr. Brown and 1,443,367 shares of
common stock issuable upon exercise of options exercisable within 60 days after
December 31, 2007.
(2) Consists
of 36,414 shares of common stock held by Atlantic Teleservices, L.P, 68 shares
of common stock held by Mr. Browns spouse and 68 shares of common stock held
by Mr. Browns son. Mr. Brown is a
member of CIMC Atlantic II, LLC, which is the general partner of Atlantic
Teleservices, L.P. Mr. Brown shares
voting and investment power with respect to these shares with Alton G. Keel,
Jr.
2
Item 1.
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(a)
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Name of Issuer
Website Pros, Inc.
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(b)
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Address of Issuers
Principal Executive Offices
12735 Gran Bay Parkway West, Building 200
Jacksonville, Florida 32258
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Item 2.
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(a)
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Name of Person Filing
This Amendment No. 2 to Schedule 13G is being filed by David L. Brown.
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(b)
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Address of Principal
Business Office or, if none, Residence
12735 Gran Bay Parkway West, Building 200
Jacksonville, Florida 32258
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(c)
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Citizenship
Mr. Brown is a citizen of the United States.
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(d)
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Title of Class of
Securities
Common stock, $.001 par value per share
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(e)
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CUSIP Number
94769V 10 5
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Item 3.
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If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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o
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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o
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An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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o
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A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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3
Item 4.
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Ownership
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Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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(a)
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Amount beneficially
owned:
1,505,858
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(b)
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Percent of class:
5.2%
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power to vote or to
direct the vote
1,469,308
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(ii)
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Shared power to vote or to
direct the vote
36,550
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(iii)
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Sole power to dispose or
to direct the disposition of
1,469,308
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(iv)
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Shared power to dispose or
to direct the disposition of
36,550
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Item 5.
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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
o
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification
of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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4
Item 10.
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Certification
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Not applicable.
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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.
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February 11, 2008
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Date
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/s/ David L. Brown
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Signature
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David L. Brown
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Name/Title
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5
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