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, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED
PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE
ACT OF 1934
(Amendment
No. 12)*
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Zoom
Telephonics, Inc.
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(Name of
Issuer)
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Common
Stock, $0.01 par value
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(Title of Class of
Securities)
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98978K107
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(CUSIP
Number)
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December
31, 2019
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(Date of Event
Which Requires Filing of this Statement)
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Check the
appropriate box to designate the rule pursuant to
which
this Schedule is filed
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☐
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Rule
13d-1(b)
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☐
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Rule
13d-1(c)
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☑
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Rule
13d-1(d)
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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. 98978K107
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1.
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Names of Reporting
Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Frank Blase Manning
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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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Citizenship of
Place of Organization
United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting
Power
2,070,773
(includes 325,000 shares of Common Stock issuable upon exercise of
options, which are exercisable within 60 days)
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6.
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Shared Voting
Power
0
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7.
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Sole Dispositive
Power
2,070,773
(includes 325,000 shares of Common Stock issuable upon exercise of
options, which are exercisable within 60 days)
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8.
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Shared Dispositive
Power
0
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9.
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Aggregate Amount
Beneficially Owned by each Reporting Person
2,070,773
(includes 325,000 shares of Common Stock issuable upon exercise of
options, which are exercisable within 60 days)
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10.
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of Class
Represented by Amount in Row 9
9.8%*
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12.
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Type of Reporting
Person (See Instructions)
IN
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*
Percent of class is
calculated based on (i) 20,880,136 shares of Common Stock (as
defined below) of Zoom Telephonics, Inc. (the “Company” or the
“Issuer”) outstanding as
of November 11, 2019, as reported in the Issuer’s Quarterly
Report on Form 10-Q (“Form 10-Q”) filed with
the Securities and Exchange Commission (the “SEC”) on November 14,
2019, plus (ii) 325,000 shares of Common Stock issuable upon
exercise of options, which are exercisable within 60
days.
2
Item
1(a). Name of Issuer:
Zoom
Telephonics, Inc.
Item 1(b). Address of Issuer’s Principal Executive
Offices:
99 High Street
Boston, Massachusetts 02110
Item
2(a). Name of Person Filing:
This statement is being filed by Frank Blase Manning (the
“Reporting Person”)
Item
2(b). Address
of Principal Business Office:
99 High Street
Boston, Massachusetts 02110
Item
2(c). Citizenship:
United States
Item
2(d). Title
of Class of Securities:
Common Stock, $0.01 par value (the “Common
Stock”)
Item
2(e). CUSIP
Number:
98978K107
3
Item
3. If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
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(a)
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Broker or
dealer registered under section 15 of the Act (15 U.S.C.
78o);
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(b)
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Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8);
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(e)
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An investment
adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent
holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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A savings
associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan
that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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A non-U.S.
institution, in accordance with
§240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in
accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as
a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of
institution: ___________________________.
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Item
4. Ownership
(a)
Amount
beneficially owned: 2,070,773 shares of Common Stock (includes
325,000 shares of Common Stock issuable upon exercise of options,
which are exercisable within 60 days)
(b)
Percent
of class: 9.8% (based on (i) 20,880,136 shares of Common Stock of
the Issuer outstanding as of November 11, 2019, as reported in the
Issuer’s Form 10-Q filed with the SEC on November 14, 2019,
plus (ii) 325,000 shares of Common Stock issuable upon exercise of
options, which are exercisable within 60 days)
(c)
Number
of shares as to which the person has:
(i)
Sole
power to vote or to direct the vote: 2,070,773 shares of Common
Stock (includes 325,000 shares of Common Stock issuable upon
exercise of options, which are exercisable within 60
days)
(ii)
Shared
power to vote or to direct the vote: 0
(iii)
Sole
power to dispose or to direct the disposition of: 2,070,773 shares
of Common Stock (includes 325,000 shares of Common Stock issuable
upon exercise of options, which are exercisable within 60
days)
(iv)
Shared
power to dispose or to direct the disposition of: 0
Item
5. Ownership of Five Percent or Less of a Class.
N/A
Item
6. Ownership of more than Five Percent on Behalf of Another
Person.
N/A
Item
7. Identification and classification of the subsidiary which
acquired the security being reported on by the parent holding
company or control person.
N/A
Item
8. Identification and classification of members of the
group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certifications.
N/A
4
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: February
14, 2020
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/s/ Frank B.
Manning
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Frank B. Manning |
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Title
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5