SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 1)*
Vringo, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
92911N104
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| * | 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).
Page 1 of 8 Pages
SCHEDULE 13G
| CUSIP No. 92911N104 | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
18 Partners, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
97,318 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
97,318 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,318 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.12% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | See Item 4. |
SCHEDULE 13G
| CUSIP No. 92911N104 | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
Jaime Peisach | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Mr. Peisach is a dual citizen of the United States and Colombia. | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
97,318 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
97,318 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,318 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.12% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | See Item 4. |
SCHEDULE 13G
| CUSIP No. 92911N104 | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
Cheryl Peisach | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
97,318 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
97,318 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,318 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.12% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | See Item 4. |
SCHEDULE 13G
| CUSIP No. 92911N104 | Page 5 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
Monica Peisach Sasson | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Mrs. Peisach Sasson is a dual citizen of the United States and Colombia. | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
97,318 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
97,318 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,318 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.12% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | See Item 4. |
SCHEDULE 13G
| CUSIP No. 92911N104 | Page 6 of 8 Pages |
| Item 1 | (a). |
Name of Issuer. | ||||||||||
| Vringo, Inc. | ||||||||||||
| Item 1 | (b). |
Address of Issuer’s Principal Executive Offices. | ||||||||||
| 44 West 28th Street, New York, NY 10001. | ||||||||||||
| Item 2 | (a). |
Name of Person Filing. | ||||||||||
| This Schedule 13G is being filed by 18 Partners, LLC (“18 Partners”) and Jaime Peisach, Cheryl Peisach and Monica Peisach Sasson (collectively, the “Managers”), each of whom is a manager of 18 Partners. | ||||||||||||
| Item 2 | (b). |
Address of Principal Business Office. | ||||||||||
| 1180 East Hallandale Beach Boulevard, Suite C, Hallandale Beach, FL 33009. | ||||||||||||
| Item 2 | (c). |
Citizenship. | ||||||||||
| 18 Partners was organized under the laws of the State of Florida. Jaime Peisach and Monica Peisach Sasson are dual citizens of the United States and Colombia. Cheryl Peisach is a citizen of the United States. | ||||||||||||
| Item 2 | (d). |
Title of Class of Securities. | ||||||||||
| Common Stock, par value $0.01 per share (“Common Stock”). | ||||||||||||
| Item 2 | (e). |
CUSIP Number. | ||||||||||
| 92911N104. | ||||||||||||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), identify the status of the person filing. | |||||||||||
| Not applicable. | ||||||||||||
SCHEDULE 13G
| CUSIP No. 92911N104 | Page 7 of 8 Pages |
| Item 4. | Ownership. | |||||||||
| (a) | Amount beneficially owned: | |||||||||
| 18 Partners holds 97,318 shares of Common Stock. As the managers of 18 Partners, each of the Managers may be deemed to own the shares of Common Stock held by 18 Partners. Each of the Managers expressly disclaims beneficial ownership of the shares of Common Stock held by 18 Partners, except to the extent of his or her pecuniary interest therein, if any. | ||||||||||
| (b) | Percent of class: | |||||||||
| 18 Partners owns 0.12% of the outstanding shares of Common Stock. Each of the Managers may be deemed to beneficially own 0.12% of the outstanding shares of Common Stock. This percentage has been calculated on the basis of 80,328,144 shares of Common Stock outstanding as of November 14, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, as filed with the Securities and Exchange Commission on November 14, 2012. | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or direct the vote: | |||||||||
| - 0 - | ||||||||||
| (ii) | Shared power to vote or direct the vote: | |||||||||
| Each of the reporting persons has shared power to vote or direct the vote of 97,318 shares of Common Stock. | ||||||||||
| (iii) | Sole power to dispose or direct the disposition of: | |||||||||
| - 0 - | ||||||||||
| (iv) | Shared power to dispose or direct the disposition of: | |||||||||
| Each of the reporting persons has shared power to dispose or direct the disposition of 97,318 shares of Common Stock. | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||||||||
| 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 x. | ||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||||||
| Not applicable. | ||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |||||||||
| Not applicable. | ||||||||||
| Item 8. | Identification and Classification of Members of the Group. | |||||||||
| Not applicable. Each of the reporting persons expressly disclaims membership in a “Group.” | ||||||||||
| Item 9. | Notice of Dissolution of Group. | |||||||||
| Not applicable. | ||||||||||
| Item 10. | Certifications. | |||||||||
| 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, other than activities solely in connection with a nomination under § 240.14a-11. | ||||||||||
SCHEDULE 13G
| CUSIP No. 92911N104 | Page 8 of 8 Pages |
SIGNATURES
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.
| February 14, 2013 | ||||
| By: | 18 PARTNERS, LLC | |||
| By: | /s/ Jaime Peisach | |||
| Name: | Jaime Peisach | |||
| Title: | Manager | |||
| /s/ Cheryl Peisach | ||||
| CHERYL PEISACH | ||||
| /s/ Jaime Peisach | ||||
| JAIME PEISACH | ||||
| /s/ Monica Peisach Sasson | ||||
| MONICA PEISACH SASSON | ||||