Amended Statement of Ownership (sc 13g/a)
January 10 2018 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act
of 1934
(Amendment No. 1 – Exit Filing)*
GOPHER PROTOCOL INC.
(Name of Issuer)
Common Stock, $0.00001 par value per
share
(Title of Class of Securities)
38268V108
(CUSIP Number)
January 9, 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:
a.
☐
Rule
13d-1(b)
b.
☒
Rule
13d-1(c)
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).
|
|
|
CUSIP No.
38268V108
|
|
|
|
|
|
|
|
|
|
1.
|
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Stephen M. Fleming
|
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
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
2,501,300
|
|
|
6.
|
|
Shared Voting Power
0
|
|
|
7.
|
|
Sole Dispositive Power
2,501,300
|
|
|
8.
|
|
Shared Dispositive Power
0
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
2,501,300
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
|
Percent of Class Represented by Amount in Row
(9)
4.8%
|
12.
|
|
Type of Reporting Person (See Instructions)
IN
|
|
(1) Based on 51,795,372 shares of common stock outstanding as of January 9, 2018.
|
|
This Amendment is the final
amendment to the Schedule 13G and an exit filing for the Reporting Person.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1.
|
|
(a)
|
|
Name of Issuer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gopher Protocol Inc. (the “
Issuer
”)
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
Address of Issuer’s Principal Executive Offices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2500 Broadway, Suite F-125
Santa Monica, CA 90404
|
|
|
|
|
|
|
|
|
|
|
Item 2.
|
|
(a)
|
|
Name of Person Filing
Stephen M. Fleming
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
Address of Principal Business Office or, if none,
Residence
30 Wall Street, 8
th
Floor
NY, NY 10005
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
Citizenship
|
|
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
|
|
|
|
|
|
|
|
(d)
|
|
Title of Class of Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.00001 par value per share, of the Issuer (the “
Common Stock
”).
|
|
|
|
|
|
|
|
|
(e)
|
|
CUSIP Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38268V108
|
|
|
|
|
|
|
|
Item 3.
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
|
Item 4.
|
|
Ownership.
|
|
|
|
|
|
|
|
|
|
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 2,501,300
(b) Percent of class: 4.8% (1)
(c) Number of shares as to which
such person has:
(i) Sole power to vote
or to direct the vote: 2,501,300
(ii) Shared power to vote or to direct
the vote: 0
(iii) Sole power to dispose or to
direct the disposition of: 2,501,300
(iv) Shared power to dispose or to
direct the disposition of: 0
(1) Based on 51,795,372 shares of common stock outstanding
as of January 9, 2018.
Item 5.
|
|
Ownership of Five Percent or Less of a Class
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
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
|
|
|
|
|
Not applicable.
|
|
|
Item 8.
|
|
Identification and Classification of Members of the Group
|
|
|
|
|
Not applicable.
|
|
|
Item 9.
|
|
Notice of Dissolution of Group
|
|
|
|
|
Not applicable.
|
|
|
Item 10.
|
|
Certification
|
|
|
|
|
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.
|
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: January 10, 2018
|
|
/s/ Stephen M. Fleming
|
|
|
|
Stephen M. Fleming
|
|