SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
Schedule 13G
Under the Securities Exchange Act of 1934
INTERMETRO COMMUNICATIONS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
45882L 10 1
(CUSIP Number)
January 15, 2014
(Date of Event which Requires Filing This Statement)
Check the appropriate box to designate the Rule pursuant to which this Schedule is filed.
¨ | Rule 13d-1(b) | |
x | 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 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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Schedule 13G
CUSIP No. 45882L 10 1
1. | NAME OF REPORTING PERSON |
Charles M. Levy | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)¨ | |
(b)x | |
3. | SEC USE ONLY |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER: 1,468,039 |
6. | SHARED VOTING POWER: 1,468,039 | |
7. | SOLE DISPOSITIVE POWER: 8,916,640 | |
8. | SHARED DISPOSITIVE POWER: 8,916,640 |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
8,916,640 shares | |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
9.9 % | |
12. | TYPE OF REPORTING PERSON |
IN |
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Item 1(a) | Name of Issuer: InterMetro Communications, Inc. |
Item 1(b) | Address of Issuer's Principal Executive Offices: |
2685 Park Center Drive, Bldg. A | |
Simi Valley, CA 93065 | |
Item 2(a) | Name of Person Filing: Charles M. Levy |
Item 2(b) | Address: 815 Moraga Drive, Los Angeles, CA 90049 |
Item 2(c) | Citizenship: U.S.A. |
Item 2(d) | Title of Class of Securities: Common Stock |
Item 2(e) | CUSIP Number: 45882L 10 1 |
Item 3 | Statement filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c): Not applicable. |
Item 4 | Ownership: |
On January 15, 2014, the reporting person beneficially owned 8,916,640 shares of the Issuer’s Common Stock, including 7,628,790 shares underlying warrants, convertible preferred stock and other rights that are exercisable within 60 days, representing 9.9% of the outstanding shares of Common Stock as of November 8, 2013, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2013 and computed in accordance with Rule 13d-3(d)(1). The information in Items 5 through 8 of the cover page is hereby incorporated herein by reference. The shares are held directly by a revocable trust of which the reporting person is the trustor, a trustee and a beneficiary (the “Trust”). | |
On November 26, 2013, the Trust entered into a Voting Agreement with the issuer and Charles Rice. Pursuant to the Agreement, the Trust is required to vote all shares of the issuer’s common stock issuable upon conversion of Series B Preferred Stock and upon the exercise of certain warrants acquired in conjunction with the Series B Preferred Stock as directed by Mr. Rice on all matters submitted for a vote of the shareholders, including the election of directors. The Trust has delivered a proxy to Mr. Rice authorizing him to vote such shares in accordance with the Agreement. The Agreement remains in effect so long as such shares are held by the Trust, any affiliate of the Trust and certain transferees of the shares. | |
Item 5 | Ownership of Five Percent or Less of a Class: Not applicable |
Item 6 | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
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Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: 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: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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: January 15, 2014
/s/ Charles M. Levy
Charles M. Levy
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