Statement of Ownership (sc 13g)
2018年4月4日 - 6:25AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2(b)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )*
TOWERSTREAM
CORP.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
892000308
(CUSIP
Number)
April
2, 2018
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the Rule pursuant to which this Schedule is filed:
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[ ]
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Rule
13d – 1(b)
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[X]
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Rule
13d – 1(c)
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[ ]
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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 disclosures provided in
a prior cover page.
The
information required on 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. 892000308
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1.
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NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Barry
Honig
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
[ ]
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(b)
[ ]
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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
United States
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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
11,825
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6.
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SHARED
VOTING POWER
13,865 (1)
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7.
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SOLE
DISPOSITIVE POWER
11,825
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8.
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SHARED
DISPOSITIVE POWER
13,865 (1)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,690 (2)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.51% (based on 394,399 shares of common stock outstanding as of March 23, 2018)
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
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Represents
13,865 shares of common stock held by GRQ Consultants, Inc. 401K (“401K”). Barry Honig is the trustee of 401K
and in such capacity has voting and dispositive power over the securities held by such entity.
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(2)
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Represents
(1) 11,825 shares of common stock held by Barry Honig and (ii) 13,865 shares of common stock held by 401K.
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CUSIP
No. 892000308
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1.
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NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
GRQ
Consultants, Inc. 401K
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
[ ]
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(b) [ ]
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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
Florida
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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
0
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6.
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SHARED
VOTING POWER
13,865 (1)
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
13,865 (1)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,865 (1)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.52% (based on 394,399 shares of common stock outstanding as of March 23, 2018)
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1)
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Barry
Honig is the trustee of 410K and in such capacity has voting and dispositive power over the securities held by such entity.
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Item
1(a).
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Name
of Issuer:
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Towerstream
Corp., a Delaware corporation (“Issuer”).
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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88
Silva Lane, Middletown, RI 02842
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Item
2(a).
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Name
of Person Filing.
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The
statement is filed on behalf of Barry Honig and GRQ Consultants, Inc. 401K (“401K” and collectively, the “Reporting
Persons”). Barry Honig is the trustee of 410K and in such capacity has voting and dispositive power over the securities
held by such entity.
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence.
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555
South Federal Highway #450, Boca Raton, FL 33432
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Item
2(c).
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Citizenship.
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Barry
Honig is a citizen of the United States. 401K is organized in the state of Florida.
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Item
2(d).
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Title
of Class of Securities.
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Common
Stock, par value $0.001.
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Item
2(e).
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CUSIP
Number.
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892000308
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Item
3.
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Type
of Person.
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Not
applicable.
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Item
4.
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Ownership.
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All
calculations of percentage ownership herein are based on a total of 394,399 shares of
common stock of the Issuer as of March 23, 2018 (“Shares”), as disclosed
on the Issuer’s Form 10-K filed with the Securities and Exchange Commission on
April 2, 2018.
Barry
Honig is the direct owner of 11,825 shares of common stock constituting 2.99% of the Issuer’s outstanding common
stock, and has the sole power to vote and dispose of such Securities.
401K
is the direct owner of 13,865 shares of common stock constituting 3.52% of the Issuer’s outstanding common stock,
and has the shared power to vote and dispose of such Securities.
Barry
Honig is the trustee of 410K and in such capacity has the shared voting and dispositive power over the securities held
by such entity.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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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 by the Parent Holding Company.
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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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Item
10.
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Certifications.
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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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April
3, 2018
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Date
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/s/
Barry Honig
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Signature
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GRQ
CONSULTANTS, INC. 401K
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/s/
Barry Honig
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Signature
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Barry
Honig, Trustee
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Name/Title
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Towerstream (CE) (USOTC:TWER)
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