SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on May 12, 2014
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Lixte Biotechnology Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
539319103
(CUSIP Number)
April 27, 2014
(Date of Event Which Requires Filing of 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 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 not be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 539319103 | Page 2 of 5 Pages |
|
1. |
NAME OF REPORTING PERSONS. |
|
Robert Y. Greenberg |
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [ ] | |
| (b) [X] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|||
| 5. | SOLE VOTING POWER | ||
| 6. | SHARED VOTING POWER | 3,650,000(1) | |
| 7. | SOLE DISPOSITIVE POWER | ||
| 8. | SHARED DISPOSITIVE POWER | 3,650,000(1) | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
| 3,650,000 | |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)2 |
|
8.02% |
|
| 12. |
TYPE OF REPORTING PERSON |
| IN | |
1 Consists of shares of common stock held by the Greenberg Family Trust dated May 3, 1988, a revocable trust of which Mr. Greenberg and his wife, Susan Greenberg, are co-trustees. Mr. and Mrs. Greenberg, as co-trustees of the Greenberg Family Trust, share voting and dispositive power over the shares.
2 Based on 45,483,097 shares of Common Stock outstanding as of April 30, 2014, as reflected in the Issuer’s Form 10-Q for the quarter ended March 31, 2014.
| CUSIP NO. 539319103 | Page 3 of 5 Pages |
Item 1(a). Name of Issuer.
The name of the issuer is Lixte Biotechnology Holdings, Inc. (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive Offices.
The address of the Issuer’s principal executive office is 248 Route 25A, No. 2, East Setauket, New York 11733.
Item 2(a). Name of Person Filing.
Robert Y. Greenberg.
Item 2(b). Address of Principal Business Office, or, if None, Residence.
500 The Strand, Manhattan Beach, California 90266.
Item 2(c). Citizenship.
United States citizen.
Item 2(d). Title of Class of Securities.
The title of the class of securities to which this statement relates is the Common stock, $0.0001 par value per share.
Item 2(e). CUSIP No.
The CUSIP number is 539319103.
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check Whether the Person Filing is a:
| (a) | [ ] | Broker or dealer registered under Section 15 of the Act |
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Act |
| (c) | [ ] | Insurance Company as defined in Section 3(a)(19) of the Act |
| (d) | [ ] | Investment Company registered under Section 8 of the Investment Company Act of 1940 |
| (e) | [ ] | Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 |
| (f) | [ ] | Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) |
| (g) | [ ] | Parent Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G) (Note: See Item 7) |
| (h) | [ ] | Group, in accordance with Rule 13d-1(b)(1)(ii)(H). |
| CUSIP NO. 539319103 | Page 4 of 5 Pages |
Item 4. Ownership.
The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover pages and is incorporated herein by reference.
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.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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. Certifications.
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.
| CUSIP NO. 539319103 | Page 5 of 5 Pages |
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: May 9, 2014 | |
| /s/ Robert Y. Greenberg | |
| Robert Y. Greenberg |