Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Quepasa Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74833W206
(CUSIP Number)
December 31, 2011
(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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Rule 13d-1(b)
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Rule 13d-1(c)
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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 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. 74833W206
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13G
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Page 2 of 4 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Matte
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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 of America
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NUMBER OF
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5
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SOLE VOTING POWER
2,070,257 (1)
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
2,070,257 (1)
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WITH
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,070,257
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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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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% (2)
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12
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TYPE OF REPORTING PERSON*
IN - Individual
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(1)
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Represents 20,733 shares of common stock and 2,049,524 vested options or options vesting within 60 days of December 31, 2011.
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(2)
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Based upon 36,142,583 shares of common stock outstanding and 1,479,948 shares of common stock underlying outstanding preferred stock as of December 31, 2011, which preferred stock votes on an as-converted basis.
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CUSIP No. 74833W206
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13G
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Page 3 of 4 Pages
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Item 1.
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(a)
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Name of Issuer: Quepasa Corporation
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(b)
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Address of Issuer’s Principal Executive Offices: The Company’s principal executive offices are located at 280 Union Square Drive, New Hope, PA 18938
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Item 2.
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(a)
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Name of Person Filing: Michael Matte
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(b)
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Address of Principal Business Office or, if none, Residence: The Company’s principal executive offices are located at 280 Union Square Drive, New Hope, PA 18938
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(c)
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Citizenship: United States of America
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(d)
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Title of Class of Securities: Common Stock
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| (e) | CUSIP Number: 74833W206 |
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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.
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Item 4.
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Ownership.
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See Item 5 through 9 and 11 of cover page. The amount beneficially owned includes, where appropriate, securities not outstanding, which are subject to options, warrants, rights or conversion privileges that are exercisable within 60 days of December 31, 2011.
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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.
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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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Certification
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Not Applicable.
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CUSIP No. 74833W206
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13G
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Page 4 of 4 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 10, 2012
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/s/ MICHAEL MATTE
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Signature
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Michael Matte
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Name
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