Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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).
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CUSIP No.
68558X100
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Page
2
of 6 Pages
|
|
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Phillip Frost, M.D.
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|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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|
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(a)
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x
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|
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(b)
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¨
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|
|
|
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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 of America
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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
20,000
|
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6
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SHARED VOTING POWER
2,499,419 (1)
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7
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SOLE DISPOSITIVE POWER
20,000
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8
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SHARED DISPOSITIVE POWER
2,499,419
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,499,419 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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x
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99% (2)
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12
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TYPE OF REPORTING PERSON
IN
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(1) Includes
706,667 shares of the Issuer’s Common Stock held by the Phillip and Patricia Frost Philanthropic Foundation, Inc., which
is controlled by Dr. Frost and his wife. Also includes (i) 620,770 shares of Common Stock and (ii) 1,151,982 shares of Common Stock
underlying Series C and Series H Convertible Preferred Stock., all of which are held by Frost Gamma Investments Trust (“FGIT”).
Excludes 26,377,248 shares of Common Stock underlying the aforementioned Series C and Series H Convertible Preferred Stock held
by FGIT. Each of the foregoing classes of preferred stock contains an ownership limitation such that the holder may not convert
any of such securities to the extent that conversion would result in the holder’s beneficial ownership being in excess of
4.99%. Dr. Frost is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two
limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of
Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole shareholder of Frost-Nevada Corporation. The reporting person
disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall
not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or
for any other purpose.
(2) Based
on 48,986,354 shares outstanding as of November 10, 2016 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed
on November 10, 2016.
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CUSIP No.
68558X100
|
Page
3
of 6 Pages
|
|
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Frost Gamma Investments Trust
|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
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(a)
|
x
|
|
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(b)
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¨
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|
|
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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
|
5
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SOLE VOTING POWER
0
|
|
6
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SHARED VOTING POWER
1,772,752 (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
1,772,752 (1)
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,772,752 (1)
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
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|
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x
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.54% (2)
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12
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TYPE OF REPORTING PERSON
OO
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(1) Includes
(i) 620,770 shares of Common Stock and (ii) 1,151,982 shares of Common Stock underlying Series C and Series H Convertible Preferred
Stock., all of which are held by Frost Gamma Investments Trust (“FGIT”). Excludes 26,377,248 shares of Common Stock
underlying the aforementioned Series C and Series H Convertible Preferred Stock. Each of the foregoing classes of preferred stock
contains an ownership limitation such that the holder may not convert any of such securities to the extent that conversion would
result in the holder’s beneficial ownership being in excess of 4.99%. Dr. Frost is the trustee of FGIT. Frost Gamma L.P.
is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner
of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost
is the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities,
except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person
is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(2) Based
on 48,986,354 shares outstanding as of November 10, 2016 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed
on November 10, 2016.
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CUSIP No.
68558X100
|
Page
4
of 6 Pages
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Item 1.
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(a)
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Name of Issuer: Orbital Tracking Corp.
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(b)
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Address of Issuer’s Principal Executive Offices:
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18851 NE 29
th
Avenue, Suite 700, Aventura, Florida 33180
Item 2.
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(a)
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Name of Person Filing:
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This statement is filed on behalf of Frost Gamma Investments
Trust (“FGIT”) and Dr. Phillip Frost (together with FGIT, the “Reporting Persons”).
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(b)
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Address of Principal Business Office or, if none, Residence:
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Dr. Phillip Frost has a business address located at:
4400 Biscayne Boulevard, Miami, FL 33137;
FGIT has a business address located at: 4400
Biscayne Boulevard, Miami, FL 33137.
Dr. Phillip Frost is a citizen of the United States
and FGIT is established in the State of Florida.
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(d)
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Title of Class of Securities:
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Common Stock
68558X100
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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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Not Applicable.
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:
2,499,419 (1)
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(b)
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Percent of class: 4.99
%
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The percentage used herein and in
the rest of Item 4 are calculated based upon the 48,986,354 shares of Common Stock issued and outstanding as of
November 10,
2016
as reflected on the Issuer’s
Form 10-Q
filed on
November 10, 2016
.
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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: 20
,000
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|
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(ii)
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Shared power to vote or to direct the vote: 2,499,419
(1)
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(iii)
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Sole power to dispose or to direct the disposition of: 20,000
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(iv)
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Shared power to dispose or to direct the disposition of:2,499,419
(1)
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Includes (i) 20,000
shares of Common Stock directly owned by Phillip Frost M.D., (ii) 706,667 shares of Common Stock held by the Phillip and Patricia
Frost Philanthropic Foundation, Inc. (iii) 620,770 shares of Common Stock held by FGIT and (iv) 1,151,982 shares of Common Stock
underlying Series C and Series H Convertible Preferred Stock., also held by FGIT. Excludes 26,377,248 shares of Common Stock underlying
the aforementioned Series C and Series H Convertible Preferred Stock. Each of the foregoing classes of preferred stock contains
an ownership limitation such that the holder may not convert any of such securities to the extent that conversion would result
in the holder’s beneficial ownership being in excess of 4.99%. Dr. Frost is the trustee of FGIT. Frost Gamma L.P. is the
sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost
Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole
shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the
extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial
owner of these securities for purposes of Section 16 or for any other purpose.
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CUSIP No.
68558X100
|
Page
5
of 6 Pages
|
|
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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 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.
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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CUSIP No.
68558X100
|
Page
6
of 6 Pages
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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.
Date:
February 8, 2017
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PHILLIP FROST
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By:
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/s/
Phillip Frost, M.D.
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Phillip Frost, M.D.
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Date:
February 8, 2017
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FROST GAMMA INVESTMENTS TRUST
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By:
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/s/
Phillip Frost, M.D.
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Phillip Frost, M.D, Trustee
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