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Item 1.
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Security and Issuer.
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The class of equity securities to which this statement relates is the Common Stock (the “Shares”), of NFINANSE, Inc. (the “Issuer”). The Issuer’s principal offices are located at 2280 Trailmate Drive, Suite 101, Sarasota, Florida 34242.
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Item 2.
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Identity and Background.
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(a)
This statement is being filed jointly by Trellus Management Company, LLC (“Trellus”), Trellus Partners, L.P., a Delaware limited partnership (“TPLP”), Trellus Company LLC, a Delaware limited liability company (“TC”) and Mr. Adam L. Usdan (each a “Reporting Person” and collectively, the “Reporting Persons”). Trellus is the investment adviser to TPLP. TC is the general partner of TPLP. Mr. Usdan is the controlling principal and Chief Investment Officer of Trellus and the controlling principal of TC.
(b) The addresses of the principal business and principal offices of each Reporting Person is 350 Madison Avenue, 9
th
Floor, New York, New York 10017.
(c) The principal business of Trellus is the offering of investment advisory services to various entities. The principal business of TPLP is the investing in securities. The principal business of TC is as general partner of TPLP.
(d) None of the Reporting Persons has been, and none of their executive officers or directors has been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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.
Mr. Anthony G. Miller is the Chief Financial Officer of Trellus. Mr. John W. Alderman is a principal of Trellus and a Portfolio Manager. The Reporting Persons have no executive officers other than Messrs. Usdan, Miller and Alderman. Mr. Miller has not been subject to any proceeding described in (e) above. Messrs. Usdan, Miller and Alderman are citizens of the United States.
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Item 3.
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Source and Amount of Funds or Other Considerations.
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The source of the funds is the working capital of TPLP and other investment funds managed by Trellus.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons do not have any present plans or proposals which relate to or would result in any of the following: (i) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (ii) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (iii) any change in the present board of directors or management of the Issuer, (iv) any material change in the Issuer’s capitalization or divided policy, (v) any other material change in the Issuer’s business or capital structure, (vi) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (vii) causing a class of the Issuer’s securities to be deregistered or delisted, (viii) a class of equity securities of the Issuer becoming eligible for termination of registration or (ix) any action similar to any of those enumerated above.
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Item 5.
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Interest in Securities of the Issuer
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(a) Items 11 and 13 of the cover page for each Reporting Person is incorporated herein by reference. The calculations of the percentages in this Statement are based on the number of shares of Common Stock, restricted common stock and warrants as disclosed by the Issuer to the Reporting Persons.
(b) Items 7 - 10 of the cover page for each Reporting Person is incorporated herein by reference.
(c)
The
Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer
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None.
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Item 7.
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Materials to be Filed as Exhibits.
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Exhibit A. Joint Filing Agreement.