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>>
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
ProPhase
Labs, Inc.
(Name of
Issuer)
Common
Stock, par value $0.0005 per share
(Title of
Class of Securities)
74345W108
(CUSIP
Number)
Charles
A. Phillips
35 Swamp
Creek Road
Erwina,
PA 18920
610-294-8179
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 7, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
| CUSIP No: | 74345W108 |
|
1.
|
NAME
OF REPORTING PERSON:
|
|
Charles
A. Phillips
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(See
Instructions):
|
|
| (a) o | |
| (b) o |
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See Instructions)
|
|
PF
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|
5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e): o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
| NUMBER OF |
7.
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< div style="display: block;margin-left: 0pt;text-indent: 0pt;margin-right: 0pt" align="left">SOLE VOTING POWER |
1,013,377
|
|
SHARES
BENEFICIALLY
|
8.
|
SHARED
VOTING
POWER
|
0
|
|
OWNED
BY
EACH
|
9.
|
SOLE
DISPOSITIVE POWER
|
1,013,377
|
|
REPORTING
PERSON
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,013,377
|
|
12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions) o
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% |
|
14.
|
TYPE OF REPORTING PERSON (See Instructions) IN |
Item 1. Security and
Issuer.
This
Statement of Beneficial Ownership on Schedule 13D (this “Schedule 13D”)
relates to the common stock, par value $0.0005 per share (“Common Stock”), of
ProPhase Labs, Inc., a Nevada corporation (the “Issuer”). The
principal executive offices of the Issuer are located, 621 N. Shady Retreat
Road, Doylestown, Pennsylvania 18901.
This
Schedule 13D is being filed by the Reporting Person (as defined in Item 2 below)
as a result of the Reporting Person’s exercise of certain available stock
options from the Issuer and the subsequent sale of the underlying Common Stock
from March 23, 2010 through June 1, 2010 (the “Shares”) pursuant to
the 1997 Stock Option Plan approved by shareholders.
Item
2. Identity and Background.
|
(a)
|
This
Schedule 13D is being filed by Charles A. Phillips, an individual owning
more than 5% of the Issuers outstanding Common Stock (the “Reporting
Person”).
|
|
(b)
|
The
principal business address of the Reporting Person is 35 Swamp Creek Road,
Erwina, PA 18920.
|
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(c)
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Not
applicable.
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(d)
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During
the last five years, the Reporting Person has not been convicted in any
criminal proceeding.
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(e)
|
During
the last five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction,
as a result of which he is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such
laws.
|
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(f)
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United
States
|
Item
3. Source and Amount of Funds or Other
Consideration.
The
source of funds was the personal funds of the Reporting Person.
Item
4. Purpose of Transaction.
This
Schedule 13D is being filed by the Reporting Person as a result of the Reporting
Person’s exercise of certain available stock options from the Issuer and the
subsequent sale of the underlying Common Stock from March 23, 2010 through June
1, 2010 (the “Shares”) pursuant to
the 1997 Stock Option Plan approved by
shareholders.
Item 5. Interest in Securities of the
Issuer.
|
(a)
|
The
Reporting Person may be deemed to beneficially own 1,013,377 shares of
Common Stock. Such ownership represents 6.9% of the issued and
outstanding shares of the
Issuer.
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|
(b)
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Number
of shares as to which the Reporting Person
has:
|
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(i)
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sole
power to vote or to direct the vote: 1,013,377
|
|
(ii)
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shared
power to vote or to direct the vote: 0
|
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(iii)
|
sole
power to dispose or to direct the disposition
of: 1,013,377
|
|
(iv)
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shared
power to dispose or direct the disposition
of: 0
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(c)
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The
Reporting person exercised an aggregate of 130,000 options to acquire
Common Stock in the Issuer (the “Acquired Shares”) at an average exercise
price of $1.019 per share during the period March 23, 2010 through June 1,
2010. Contemporaneously with the exercise of the stock option,
the Reporting person sold the Acquired Shares in the open market as
follows:
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Reporting Person
|
|
Trading Period
|
|
Shares Sold
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Price/Share
|
|
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Charles A. Phillips
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3/23/2010
to 3/31/2010
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19,700
|
$1.94
|
|||
|
|
4/01/2010
to 4/15/2010
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50,954
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$1.96
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|||
|
4/16/2010
to 4/26/2010
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14,291
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$1.96
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||||
|
5/06/2010
to 5/17/2010
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10,343
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$1.67
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||||
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6/01/2010
to 6/01/2010
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34,712
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$1.45
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(d)-(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not
applicable.
Item
7. Material to be Filed as
Exhibits
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
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Charles
A. Phillips
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|||
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Dated:
December 7, 2010
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By:
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/s/ Charles
A. Phillips
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Name:
Charles A. Phillips
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