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
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- Peter Lynch
What is insider trading>>
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Amendment No. )*
HAPC, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
411357106
(CUSIP Number)
October 25, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
|
Rule 13d-1(b) | |
þ
|
Rule 13d-1(c) | |
o
|
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).
Table of Contents
13G
CUSIP No. |
411357106 |
Page 2 of 5 |
| 1 | NAMES OF REPORTING PERSONS I-Flow Corporation |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 2,789,203 shares of Common Stock | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | -0- | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 2,789,203 shares of Common Stock | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| -0- | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 2,789,203 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 15.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
1 Based on approximately 18,625,252 shares of Common Stock outstanding as of August 8, 2007.
TABLE OF CONTEN
TS
Table of Contents
13G
CUSIP No. |
411357106 |
Page 3 of 5 |
EXPLANATORY
NOTE
| This Schedule 13G filed by I-Flow Corporation serves as an amendment to the Schedule 13D previously filed on October 22, 2007. |
Item 1(a). Name of Issuer:
| HAPC, Inc. |
Item 1(b). Address of Issuer’s Principal Executive Offices:
| 350 | Madison Avenue, 20th Floor, New York, New York 10017 |
Item 2(a). Name of Person Filing:
| I-Flow Corporation |
Item 2(b). Address of Principal Business Office or, if None, Residence:
| 20202 | Windrow Drive, Lake Forest, California 92630 |
Item 2(c). Citizenship:
| Delaware |
Item 2(d). Title of Class of Securities:
| Common Stock, par value $0.0001 per share |
Item 2(e). CUSIP Number:
| 411357106 |
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:
| Not applicable. |
Item 4. Ownership:
| (a) | Amount beneficially owned: | ||
| See Row 9 of cover page for each Reporting Person | |||
| (b) | Percent of Class: | ||
| See Row 11 of cover page for each Reporting Person | |||
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: | ||
| See Row 5 of cover page for each Reporting Person | |||
| (ii) | Shared power to vote or direct the vote: | ||
| See Row 6 of cover page for each Reporting Person | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| See Row 7 of cover page for each Reporting Person | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| See Row 8 of cover page for each Reporting Person |
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13G
| CUSIP No. | 411357106 |
Page 4 of 5 |
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 o. | ||
| & #xA0; | 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 or Control Person:
| 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. |
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13G
| CUSIP No. | 411357106 |
Page 5 of 5 |
SIGNATURES
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: October 29, 2007 |
||||||
| I-FLOW CORPORATION | ||||||
| By: | /s/ James R. Talevich | |||||
| Name: James R. Talevich | ||||||
| Title: Chief Financial Officer | ||||||