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
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Crexendo,
Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
226552107
(CUSIP
Number)
Steven
G. Mihaylo
1615 S.
52nd Street
Tempe,
AZ 85281
602-714-8500
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September
28, 2020
(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 that 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.
☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be
sent.
* 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 disclosures provided in a
prior cover page.
The
information required on 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).
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CUSIP
No. 226552107
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13D
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Page 2
of 4 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) Steven G. Mihaylo
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(see
instructions)(a) ☐(b) ☐
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3.
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SEC USE
ONLY
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4.
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SOURCE
OF FUNDS (see instructions) OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or
2(e) ☐
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6.
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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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7.
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SOLE
VOTING POWER 10,506,220 (1)
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8.
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SHARED
VOTING POWER 0
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9.
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SOLE
DISPOSITIVE POWER 10,506,220 (1)
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10.
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SHARED
DISPOSITIVE POWER 0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,506,220
(1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES(see instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.4% (2)
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14.
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TYPE OF
REPORTING PERSON (see instructions) IN
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(1)
Consists of 547,322
shares held personally, 9,371,182 shares in The Steven G. Mihaylo
Trust dated August 19, 1999, as amended, of which Steven G. Mihaylo
is the Trustee, 80,000 shares in The Steven Mihaylo and Lois
Mihaylo Foundation and 507,716 shares subject to options that are
currently exercisable or become exercisable within 60 days
following August 31, 2020.
(2)
The percentage used
herein is calculated based upon the sum of 15,247,649 shares of
common stock outstanding on August 31, 2020 as reported on the
Company’s S-1 filing, Registration No. 333-248767 and 507,716
shares subject to options that are currently exercisable or become
exercisable within 60 days following August 31, 2020.
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CUSIP
No. 226552107
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13D
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Page 3
of 4 Pages
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Item 1. Security and Issuer.
This
Amendment amends the Statement on Schedule 13D filed with the
Securities and Exchange Commission (the “Commission”)
on November 20, 2007 (the “Original Schedule 13D”). The
securities to which this statement on Schedule 13D/A (this
“Amendment”) relates are Common Shares of Crexendo,
Inc. a Nevada Corporation (the “Issuer”), with its
principal corporate office at 1615
S. 52nd Street Tempe, AZ 85281. Unless otherwise defined herein,
all capitalized terms shall have the meanings ascribed to them in
the Schedule 13D.
Item 2. Identity and Background.
(a)
This Statement is being filed by Steven G. Mihaylo, an
individual.
(b)
The business address of the Reporting Person is 1615 S.
52nd St.,
Tempe, AZ 85281.
(c)
The Reporting Person is the Chief Executive Officer and Chairman of
the Board of Directors of the Issuer.
(d)
During the last five years, Mr. Mihaylo has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During the last five years, Mr. Mihaylo has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
(f) Mr.
Mihaylo is a citizen of the United States of
America.
Item 3. Source or Amount of Funds or Other
Consideration.
The
ownership of shares of Common Stock is hereby amended to include
the following transaction:
●
Effective
September 28, 2020, Mr. Mihaylo sold 360,000 shares as a selling
stockholder in conjunction with an S-1 filing, Registration No.
333-248767 at a price net of underwriters’ commissions of
$5.115. 300,000 shares were sold from The Steven G. Mihaylo Trust
dated August 19, 1999, as amended, of which Steven G. Mihaylo is
the Trustee and 60,000 shares from The Steven Mihaylo and Lois
Mihaylo Foundation.
Item 4. Purpose of Transaction.
The
shares were sold as part of continuing estate planning by Mr.
Mihaylo.
Item 5. Interest in Securities of the
Issuer.
(a)
Consists of 547,322 shares held personally, 9,371,182 shares in The
Steven G. Mihaylo Trust dated August 19, 1999, as amended, of which
Steven G. Mihaylo is the Trustee, 80,000 shares in The Steven
Mihaylo and Lois Mihaylo Foundation and 507,716 shares subject to
options that are currently exercisable or become exercisable within
60 days following August 31, 2020.
(b)
There is no shared power to vote or to direct the vote, or shared
power to dispose or to direct the disposition, of any shares of
Ordinary Shares referenced in paragraph 5(a).
(c)
Except as reported herein, Mr. Mihaylo has not engaged in any
transactions in the Common Stock during the past 60
days.
(d) No
other person is known to the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Ordinary Shares covered by this
Amendment.
(e) Not
Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The
Reporting Person is the Chief Executive Officer and Chairman of the
Board of Directors of the Issuer.
Item 7. Material to Be Filed as Exhibits.
None
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CUSIP
No. 226552107
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13D
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Page 4
of 4 Pages
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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.
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Dated:
September 29, 2020
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Crexendo, Inc.
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By:
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/s/
Steven G.
Mihaylo
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Steven
G. Mihaylo
Chief
Executive Officer and
Chairman
of the Board
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