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"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
[Rule
13d-101]
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §
240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §
240.13d-2(a)
(Amendment
No.2)
NETFABRIC
HOLDINGS, INC.
—————————
(Name of
Issuer)
COMMON
STOCK, $0.001 PAR VALUE PER SHARE
——————————————
(Title of
Class of Securities)
64111Y107
(CUSIP
Number)
Mr. Fred
Nazem
44 East
73rd Street
New York,
NY 10021
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December
30, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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
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).
SCHEDULE
13D
CUSIP
NO 64111Y107
|
(1)
NAMES OF REPORTING
PERSONS
|
Fred Nazem | |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
(2)
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(A) o | |
|
|
(B) þ | |
|
(3)
SEC USE ONLY
|
< /font> | |
|
(4)
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
OO | |
|
(5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
o | |
|
TO ITEMS 2(D) OR 2(E)
|
||
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER OF SHARES
|
(7) SOLE VOTING POWER
|
0
|
|
BENEFICIALLY
|
||
|
OWNED BY EACH
|
||
|
REPORTING PERSON
|
(8) SHARED VOTING POWER
|
|
|
WITH
|
||
|
(9) SOLE DISPOSITIVE POWER
|
0 | |
|
(10) SHARED DISPOSITIVE POWER
|
||
|
|
||
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
0 | |
|
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
|
o | |
|
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||
|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0% | |
|
|
||
|
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN | |
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D/A (the “Schedule
13D”), relates to common stock, par value $.001 (“Common Stock”) of NetFabric
Holdings, Inc., a Delaware corporation (the “Issuer”). The principal executive
offices of the Issuer are located at 299 Cherry Hill Road, Parsippany, NJ
07054.
ITEM 2. IDENTITY AND BACKGROUND.
(a)This
Schedule 13D is being filed by Fred Nazem (“Mr. Nazem”). The foregoing person is
hereinafter sometimes referred to as the “Reporting Person.”
(b)-(c)
Mr. Nazem is a natural person and his principal occupation is a venture
capitalist. The address of Mr. Nazem is 44 East 73rd Street, New York, NY
10021.
(d)-(e)
During the last five years Mr. Nazem has not (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or (ii) been
a party to civil proceedings of a judicial or administrative body of competent
jurisdiction where as result of proceedings was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws of finding any
violation with respect to such laws.
(f) Mr.
Nazem is a US citizen.
ITEM 3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On or
about December 30, 2010, Mr. Nazem entered into a stock purchase agreement (the
“Agreement”) among the Issuer, certain stockholders of the company identified in
Schedule A
thereto, and certain purchasers of shares of the company identified in Schedule B thereto.
Pursuant to the Agreement, Mr. Nazem sold an aggregate of 23,279,527 shares of
the Issuers Common stock for an aggregate consideration of $73,493 These shares
included 6,592,212 shares held by the Fred F. Nazem Children’s' Trust, whose
trustees are Alexander Nazem, Farhad Nazem and Sohelya Gharib. These shares were
held in a trust for the benefit of the Reporting Person's
children..
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction is to
sell the securities of the Issuer. Mr. Nazem originally acquired the
securities of the Issuer for general investment purposes.
Except as set forth above, there are no
plans or proposals which the Reporting Person may have which relate to or would
result in any of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See
Items 11 and 13 of the cover page to this Schedule 13D for the aggregate number
of Common Stock and percentage of Common Stock beneficially owned by the
Reporting Person.
(b) See
Items 7 through 10 of the cover page to this Schedule 13D for the number of
Common Stock beneficially owned by the Reporting Person 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) The
Reporting Person has not effected any transactions in the class of securities
described in the past 60 days.
(d) To
the knowledge of the Reporting Person, no person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
securities covered by this Schedule 13D.
(e) Not
applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
|
Exhibit 1.
|
Stock
Purchase Agreement, dated December 27, 2010, by and among NetFabric
Holdings, Inc., stockholders of NetFabric Holdings, Inc. identified on
Schedule
A thereto, and purchasers of shares of NetFabric Holdings, Inc.
identified on Schedule B
thereto.
|
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.
DATED:
January 11, 2011
|
By:
|
/s/
Fred Nazem
|
|
Name:
|
Fred
Nazem
|