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
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SCHEDULE 13G
(Rule 13d-102)
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
(Amendment No. )*
Integrity Applications, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
45824Q101
(CUSIP Number)
December 31, 2012
(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(c)
x 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).
Page 1 of 5 Pages
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CUSIP No. 45824Q101
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SCHEDULE 13G
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Page 2 of 5 Pages
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| 1 |
NAME OF REPORTING PERSONS
Joel Gold
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) o
(b) o
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| 3 |
SEC USE ONLY
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5 |
SOLE VOTING POWER
100,152 (1)
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| 6 |
SHARED VOTING POWER
218,280 (1)
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| 7 |
SOLE DISPOSITIVE POWER
100,152 (1)
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| 8 |
SHARED DISPOSITIVE POWER
218,280 (1)
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,432 (1)
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8% (2)
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| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1) See Item 4(a).
(2) See Item 4(b).
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CUSIP No. 45824Q101
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SCHEDULE 13G
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Page 3 of 5 Pages
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Item 1(a).
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Name of Issuer.
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Integrity Applications, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices.
102 Ha’Avoda Street, P.O. Box 432, Ashkelon, Israel 78100.
Item 2(a). Name of Person Filing.
Joel Gold.
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Item 2(b).
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Address of Principal Business Office.
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102 Ha’Avoda Street, P.O. Box 432, Ashkelon, Israel 78100.
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Item 2(c).
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Citizenship.
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Mr. Gold is a citizen of the United States.
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Item 2(d).
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Title of Class of Securities.
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Common Stock, par value $0.001 per share (“Common Stock”).
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Item 2(e).
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CUSIP Number.
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45824Q101.
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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), identify the status of the person filing.
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Not applicable.
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Item 4.
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Ownership.
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(a) Amount beneficially owned:
Mr. Gold directly owned 100,152 shares of Common Stock as of December 31, 2012. In addition, Mr. Gold may be deemed to beneficially own an additional 218,280 shares of Common Stock held by certain family members and affiliates of his and with respect to which he has power of attorney. Mr. Gold expressly disclaims beneficial ownership of the shares of Common Stock held by such relatives and affiliates, except to the extent of his pecuniary interest therein, if any.
(b) Percent of class:
The shares of Common Stock reported in Item 4(a), including the shares held by Mr. Gold’s relatives and affiliates and with respect to which Mr. Gold has power of attorney, represent 5.8% of the outstanding shares of Common Stock, based on 5,460,590 shares of Common Stock outstanding as of December 31, 2012, as provided by the Issuer.
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CUSIP No. 45824Q101
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SCHEDULE 13G
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Page 4 of 5 Pages
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(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 100,152 (1).
(ii) Shared power to vote or direct the vote: 218,280 (1).
(iii) Sole power to dispose or direct the disposition of: 100,152 (1).
(iv) Shared power to dispose or direct the disposition of: 218,280 (1).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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.
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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 or Control Person.
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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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Certifications.
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Not applicable.
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CUSIP No. 45824Q101
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SCHEDULE 13G
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Page 5 of 5 Pages
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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.
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February 14, 2013
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/s/ Joel Gold
Joel Gold
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