SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the securities exchange act of 1934
(Name of Issuer)
Ordinary Shares, $7.50 nominal value
(Title of Class of Securities)
December 23, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*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).
|1.||Names of Reporting Persons: Alan Kestenbaum
I.R.S. Identification Nos. of above persons (entities only).
|2.||Check the Appropriate Box if a Member of a Group (See Instructions)|
|3.||SEC Use Only|
|4.||Citizenship or Place of Organization||United States|
Number of Shares Beneficially by
Owned by Each Reporting Person
|5.||Sole Voting Power||8,340,938|
|6.||Shared Voting Power||0|
|7.||Sole Dispositive Power||8,840,938 (1)|
|8.||Shared Dispositive Power||0|
|9.||Aggregate Amount Beneficially Owned by Each Reporting person||8,840,938 (1)|
|10.||Check if the Aggregate Amount in row (9) Excludes Certain Shares (see Instructions)|
|11.||Percent of Class Represented by Amount in Row (9)||
|Type of Reporting Person (See Instructions)||IN|
|(1) Includes, pursuant to Rule 13d-3(d)(1)(i) of the Act, 500,000 shares of common stock that may be purchased upon the exercise of stock options that have vested or vest within 60 days from February 15, 2016.|
Item 1(a). Name of Issuer:
Item 1(b). Address of Issuer’s Principal Executive Offices:
c/o Legalinx Ltd, One Fetter Lane, London, EC4A 1BR
Item 2(a). Name of Person Filing:
Item 2(b). Address of Principal Business Office or, if None, Residence:
600 Brickell Avenue, Suite 3100, Miami, FL 33131
Item 2(c). Citizenship
Item 2(d). Title of Class of Securities:
Ordinary Shares, $7.50 nominal value
Item 2(e). CUSIP Number
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:
|(a)||¨||Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).|
|(b)||¨||Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).|
|(c)||¨||Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).|
|(d)||¨||Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).|
|(e)||¨||An investment advisor in accordance with § 240.13d-(b)(1)(ii)(E).|
|(f)||¨||An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).|
|(g)||¨||A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).|
|(h)||¨||A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).|
|(i)||¨||A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).|
|(j)||¨||Group, in accordance with Rule 13d-1(b)(1)(ii)(J).|
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|(a)||Amount beneficially owned:||8,840,938 (1)|
|(b)||Percent of class:||5.13%|
|(c)||Number of shares as to which the person has:|
|(i)||Sole power to vote or to direct the vote||8,340,938|
|(ii)||Shared power to vote or to direct the vote||0|
|(iii)||Sole power to dispose or to direct the disposition of||8,840,938 (1)|
|(iv)||Shared power to dispose or to direct the disposition of||0|
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 5 percent of the class of securities, check the following ¨.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
Item 10. Certifications.
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: February 16, 2016||/s/ Alan Kestenbaum|