Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 3)

 

 

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FUSION TELECOMMUNICATIONS

INTERNATIONAL, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

36113B 400

(CUSIP Number)

Apptix ASA

Nesoyveien 4,

1396 Billingstad, Norway

ATTN: Johan Lindqvist

+46 733 55 09 35

With a Copy to:

Eric Wechselblatt

Holland & Knight LLP

1650 Tysons Boulevard, Suite 1700

Tysons, VA 22102

(703) 720-8610

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 20, 2017

(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 should include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons 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 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. 36113B 400		13D

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)   Apptix ASA
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Norway
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   1,998,171 shares of common stock, par value $0.01 per share (Common Stock)
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   1,998,171 shares of Common Stock
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,998,171 shares of Common Stock
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.88% (1)
14		TYPE OF REPORTING PERSON (See Instructions)   CO

 

(1)	Based on 22,505,365 shares of Common Stock issued and outstanding as of August 7, 2017, as reported by the Issuer on the Issuers Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 14, 2017.

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Page 3 of 4

 

This amendment No. 3 (the Amendment No. 3) to Schedule 13D relates to the Schedule 13D filed on March 24, 2017 (the Original Schedule 13D, as amended and supplemented by the Amendment No. 1 to the Schedule 13D filed on August 11, 2017, the Amendment No. 2 to the Schedule 13D filed on September 20, 2017 and this Amendment No. 3, the Schedule 13D) by Apptix ASA (Apptix) relating to the common stock, par value $0.01 per share (the Common Stock), of Fusion Telecommunications International, Inc., a Delaware corporation (the Issuer).

Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D. Except as specifically amended by this Amendment No. 3, the Schedule 13D is unchanged.

 

Item 4.

Purpose of the Transaction.

Item 4 is hereby amended and supplemented as follows:

This Amendment No. 3 is being filed to disclose a declining change in Apptixs holdings.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a) Apptix may be deemed to be the beneficial owner of 1,998,171 shares of Common Stock, constituting approximately 8.88% of the total issued and outstanding shares of Common Stock of the Issuer as reported in the Issuers Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 14, 2017.

(b) Apptix has sole voting and dispositive power over the shares.

(c) On August 10, 2017, Apptix transferred 300,000 shares of Common Stock held by Apptix to Fusion NBS Acquisition Corp. (FNAC), a subsidiary of the Issuer in connection with the settlement of legal proceedings.

On September 18, 2017, Apptix sold 187,914 shares of Common Stock in the open market through a brokers transaction at a price of $3.00 per share.

On September 19, 2017, Apptix sold 176,000 shares of Common Stock in the open market through a brokers transaction at a price of $2.8940 per share.

On September 20, 2017, Apptix sold 335,841 shares of Common Stock in the open market through a brokers transaction at a price of $2.53480 per share.

(d) (e) Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: September 21, 2017