Sec Form 13G Filing - Core Ventures II LLC @ electroCore Inc.

Sec Form 13G Filing - Core Ventures II LLC filing for electroCore Inc. (ECOR) - 2019-11-25

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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

electroCore, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

28531P103

(CUSIP Number)

November 19, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ 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. 28531P103		SCHEDULE 13G		Page 2 of 7 Pages

1.	Reflects the distribution on or about November 19, 2019 of approximately 1.2 million shares of common stock in a pro rata distribution to members of Core Ventures II, LLC. Amount beneficially owned includes a warrant to purchase 273,690 shares of common stock.


CUSIP No. 28531P103		SCHEDULE 13G		Page 3 of 7 Pages


Item 1(a).		Name of Issuer:

		electroCore, Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		150 Allen Road, Suite 201, Basking Ridge, NJ 07920

Item 2(a).		Name of Person Filing:

		Core Ventures II, LLC

Item 2(b).		Address of Principal Business Office or, if None, Residence:

		101 JFK Parkway, 4^th Floor, Short Hills, NJ 07078

Item 2(c).		Citizenship or Jurisdiction of Organization:

		Delaware

Item 2(d).		Title of Class of Securities:

		Common Stock

Item 2(e).		CUSIP Number:

		28531P103


CUSIP No. 28531P103		SCHEDULE 13G		Page 4 of 7 Pages

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


(a)	☐	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)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of 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)	☐	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)

(j)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:


CUSIP No. 28531P103		SCHEDULE 13G		Page 5 of 7 Pages

Item 4.

Ownership.


(a)		Amount beneficially owned:

		See page 2 for amount beneficially owned by the reporting person.

(b)		Percent of class:

		See page 2 for amount beneficially owned by the reporting person.

(c)		Number of shares as to which such person has:

(i)		Sole power to vote or to direct the vote: See page 2 for amount beneficially owned by the reporting person.

(ii)		Shared power to vote or to direct the vote: See page 2 for amount beneficially owned by the reporting person.

(iii)		Sole power to dispose or to direct the disposition of: See page 2 for amount beneficially owned by the reporting person.

(iv)		Shared power to dispose or to direct the disposition of: See page 2 for amount beneficially owned by the reporting person.


CUSIP No. 28531P103		SCHEDULE 13G		Page 6 of 7 Pages


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 ☒.

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.

		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.

		Not Applicable.


CUSIP No. 28531P103		SCHEDULE 13G		Page 7 of 7 Pages

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: November 25, 2019

CORE VENTURES II, LLC

/s/ Joseph P. Errico

By: Joseph P. Errico

Title: Managing Director

NAME OF REPORTING PERSON

Core Ventures II, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware