Unassociated Document
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OMB
APPROVAL
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OMB
Number: 3235-0145
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
Intellicheck
Mobilisa, Inc.
Common
Stock par value $0.001
(Title of
Class of Securities)
45817G
102
(CUSIP
Number)
Nelson
Ludlow
191 Otto
Street
Port
Townsend, WA 98368
360.344.3233
(Name, Address and Telephone Number of
Person
Authorized
to Receive Notices and Communications)
December
1, 2010
(Date of Event which Requires Filing of
this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. □
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* 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.
45817G 102
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Nelson
Ludlow
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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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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions) OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) .................
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6.
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Citizenship
or Place of Organization U.S.A.
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power 4,216,726 (includes options to purchase 25,000 shares
exercisable within 60 days from December 1, 2010).
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8.
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Shared
Voting Power 7,968,184 (all 7,968,184 of which are shares owned by Dr.
Ludlow’s spouse).
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9.
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Sole
Dispositive Power 4,216,726 (includes options to purchase 25,000 shares
exercisable within 60 days from December 1, 2010).
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10.
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Shared
Dispositive Power 7,535,449 (all 7,535,449 of which are shares owned by
Dr. Ludlow’s spouse)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 11,752,175 (includes
(i) options to purchase 25,000 shares exercisable within 60 days from
December 1, 2010 and (ii) 7,535,449 shares owned by Dr. Ludlow’s
spouse).
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11) 43.5%
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14.
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Type
of Reporting Person
IN
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Explanatory
Note
This
Amendment No. 3 to Schedule 13D (the “Amendment”) relates to shares of Common
Stock, par value $0.001 per share (“Common Stock”), of Intellicheck Mobilisa,
Inc., a Delaware corporation, with its principal office located at 191 Otto
Street, Port Townsend, WA 98368, and is being filed on behalf of Dr.
Nelson Ludlow to amend and supplement the Items set forth below of Dr. Ludlow’s
Schedule 13D, as amended, that was previously filed with the Securities and
Exchange Commission on March 25, 2008 (the “Schedule 13D”).
Item
4. Purpose of
Transaction.
Dr.
Ludlow’s spouse, Bonnie Ludlow, disposed of 432,735 shares of Common Stock for
an aggregate sale price of $199,058.10 pursuant to certain private call rights
Ms. Ludlow originally granted to Steve Williams and Claudia Monroe on April 6,
2007 and that Mr. Williams and Ms. Monroe subsequently exercised as
follows:
Date
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Shares
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Aggregate
Sales Price
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Exercised
By
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9/7/10
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28,000
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$12,880.00
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C.
Monroe
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9/20/10
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30,000
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13,800.00
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S.
Williams
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9/24/10
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50,000
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23,000.00
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S.
Williams
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10/26/10
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130,000
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59,800.00
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S.
Williams
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11/16/10
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64,735
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29,778.10
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C.
Monroe
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12/1/10
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130,000
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59,800.00
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S.
Williams
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Item
5. Interest in Securities of the
Issuer
(a) See items 11 and 13 of the cover pages
to this Schedule 13D for the aggregate numbers of shares and percentage of
Common Stock beneficially owned by Dr. Ludlow.
(b) See items 7 through 10 on the cover
pages to this Schedule 13D for the aggregate numbers of shares of Common Stock
beneficially owned by Dr. Ludlow as to which there is sole power to vote or to
direct the vote, shared power to vote or to direct the vote, and sole or shared
power to dispose or to direct the disposition.
(c)
As set forth herein, Dr. Ludlow’s spouse, Bonnie Ludlow,
disposed of 432,735 shares of Common Stock for an aggregate sale price of
$199,058.10 pursuant to certain private call rights Ms. Ludlow originally
granted to Steve Williams and Claudia Monroe on April 6, 2007 and that Mr.
Williams and Ms. Monroe subsequently exercised.
Item
6.
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
Dr.
Ludlow presently holds 25,000 fully vested options to purchase shares of Common
Stock at an exercise price of $3.63 that expire on March 20, 2018.
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.
December
2, 2010
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Date
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/s/
Nelson Ludlow
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Signature
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Nelson
Ludlow
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Name
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