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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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Information
to be Included in Statements Filed
Pursuant
to Rules 13d-1(b), (c) and (d) and Amendments
Thereto
Filed Pursuant to Rule 13d-2(b)
Under the
Securities Exchange Act of 1934
(Amendment
No. 2)*
Cleveland
BioLabs, Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
185860-10-3
(CUSIP
Number)
December
31, 2010
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
x Rule
13d-1(b)
¨ Rule
13d-1(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. 185860-10-3
|
1
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Sunrise
Securities Corp.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE
VOTING POWER
128,664
|
|
6
|
SHARED
VOTING
POWER
0
|
|
|
7
|
SOLE
DISPOSITIVE POWER
128,664
|
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,664
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.47%
|
|
|
12
|
TYPE
OF REPORTING PERSON*
BD
|
|
CUSIP
No. 185860-10-3
|
1
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Sunrise
Equity Partners, LP
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE
VOTING POWER
518,865
|
|
6
|
SHARED
VOTING POWER
0
|
|
|
7
|
SOLE
DISPOSITIVE POWER
518,865
|
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
518,865
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.86%
|
|
|
12
|
TYPE
OF REPORTING PERSON*
PN
|
|
Item
1(a). Name of Issuer:
Cleveland
BioLabs, Inc. (the "Issuer")
Item
1(b). Address of Issuer's Principal Executive Offices:
Item
2(a). Name of Person Filing:
Sunrise
Securities Corp. and Sunrise Equity Partners, LP (collectively, the "Reporting
Persons")
Item
2(b). Address of Principal Business Office or, if None,
Residence:
641
Lexington Avenue, 25th Floor
New York,
New York 10022
Item
2(c). Citizenship:
Sunrise
Securities Corp. – New York
Sunrise
Equity Partners, LP – Delaware
Item
2(d). Title of Class of Securities:
Common
Stock
Item
2(e). CUSIP Number:
185860-10-3
|
Item
3.
|
If
this Statement is filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
|
|
|
(a)
|
x
|
Broker
or dealer registered under Section 15 of the Exchange
Act.
|
|
|
(b)
|
¨
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act.
|
|
|
(c)
|
¨
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
|
|
|
(d)
|
¨
|
Investment
company registered under Section 8 of the Investment Company
Act.
|
|
|
(e)
|
¨
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
¨
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
¨
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
¨
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
|
|
(i)
|
¨
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act.
|
|
|
(j)
|
¨
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
If this statement is filed pursuant to
Rule 13d-1(c), check this box.o
|
Item
4.
|
Ownership
|
(a) Amount
beneficially owned:
Sunrise
Securities Corp. – 128,664 (consisting of a Series B Warrant exercisable for
45,119 shares of common stock and a Series C Warrant exercisable for 83,545
shares of common stock of the Issuer).
Sunrise
Equity Partners, LP – 518,865 (consisting of a Series B Warrant exercisable for
518,865 shares of common stock of the Issuer).
Level
Counter LLC is the general partner of Sunrise Equity Partners, LP, an affiliate
of Sunrise Securities Corp. The three managing members of Level Counter LLC are
Nathan Low, the sole stockholder of Sunrise Securities Corp. and its president,
Amnon Mandelbaum, one of the Senior Managing Directors of Investment Banking at
Sunrise Securities Corp., and Marilyn Adler, an employee of Sunrise Securities
Corp., and a unanimous vote of all three persons is required to dispose of the
securities of Sunrise Equity Partners, LP. Accordingly, each of such persons may
be deemed to have shared beneficial ownership of the securities owned by Sunrise
Equity Partners, LP. Such persons disclaim such beneficial ownership. As a
result of the relationship
of Mr. Low to Sunrise Securities Corp., Sunrise
Equity Partners, LP may be deemed to beneficially own the securities owned by
Sunrise Securities Corp. and/or Sunrise Securities Corp. may be deemed to
beneficially own the securities owned by Sunrise Equity Partners, LP. Sunrise
Equity Partners, LP disclaims any beneficial ownership of the securities owned
by Sunrise Securities Corp. and Sunrise Securities Corp. disclaims any
beneficial ownership of the securities owned by Sunrise Equity Partners,
LP.
(b) Percent
of class:
Sunrise
Securities Corp. – 0.47%
Sunrise
Equity Partners, LP – 1.86%
The
percentage amounts are based on a total of 27,451,840 shares of the Issuer's
common stock outstanding as of November 10, 2010 as reported on the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 15, 2010.
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
sole
power to vote or to direct the vote:
|
|
|
Sunrise
Securities Corp. – 128,664
|
||
|
Sunrise
Equity Partners, LP – 518,865
|
||
|
(ii)
|
shared
power to vote or to direct the vote:
|
|
|
0
|
||
|
(iii)
|
sole
power to dispose or to direct the disposition of:
|
|
|
Sunrise
Securities Corp. – 128,664
|
||
|
Sunrise
Equity Partners, LP – 518,865
|
||
|
(iv)
|
shared
power to dispose or to direct the disposition of:
|
|
|
0
|
||
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following x.
|
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
N/A
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company
|
N/A
|
Item
8.
|
Identification
and Classification of Members of the
Group
|
N/A
|
Item
9.
|
Notice
of Dissolution of Group
|
N/A
|
Item
10.
|
Certification
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and 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, other than
activities solely in connection with a nomination under §
240.14a-11.
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
14, 2011
|
SUNRISE
SECURITIES CORP.
|
|
|
By:
|
/s/ Marcia Kucher
|
|
|
Name: Marcia
Kucher
|
||
|
Title:
CFO
|
||
|
Date: February
14, 2011
|
SUNRISE
EQUITY PARTNERS, LP
|
|
|
By:
|
/s/ Marcia Kucher
|
|
|
Name:
Marcia Kucher
|
||
|
Title:
CFO
|
||