Amended Statement of Beneficial Ownership (sc 13d/a)
October 27 2017 - 5:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 7)
Net
Element, Inc.
(Name of Issuer)
Common
Stock, $0.0001 per share par value
(Title of Class of Securities)
64111R
102
(CUSIP Number)
Oleg Firer
Star Equities, LLC
c/o Net Element, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, FL 33160
(305) 507-8808
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
October
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 shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent.
*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).
CUSIP No. 64111R 102
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1
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Names of Reporting Persons.
Oleg Firer
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2
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Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of Organization
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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Sole
Voting Power
176,363
(1)
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8
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Shared Voting Power
124,455
(1)
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9
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Sole Dispositive Power
176,363
(1)
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10
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Shared Dispositive Power
124,455
(1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
300,818
(1)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
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13
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Percent
of Class Represented by Amount in Row (11)
12.0%
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14
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Type of Reporting Person
IN
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|
|
|
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(1)
As adjusted for a reverse stock split dated October
5, 2017.
CUSIP No. 64111R 102
|
1
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Names of Reporting Persons.
Star Equities LLC
|
2
|
Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Source of Funds
WC
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of Organization
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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Sole Voting Power
0
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8
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Shared Voting Power
124,455
(1)(2)
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9
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Sole Dispositive Power
0
|
10
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Shared Dispositive Power
124,455
(1)(2)
|
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
124,455
(1)(2)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
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13
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Percent of Class Represented by Amount in Row (11)
5.0%
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14
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Type of Reporting Person
CO
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(1)
Includes 28,572 (as adjusted for a reverse stock
split dated October 5, 2017) shares issuable to Star Equities, LLC upon exercise of the Amended Option.
(2)
As adjusted for a reverse stock split dated October
5, 2017.
This Amendment No. 7 to Schedule 13D (the
“Amendment No. 7”) relates to the common stock, $0.0001 per share par value (the “Common Stock”), of Net
Element, Inc., a Delaware corporation (the “Company”), and further amends the Schedule 13D filed by Oleg Firer with
the Securities and Exchange Commission on September 18, 2014, as amended by the Amendment No. 1 filed by Mr. Firer on May 12, 2015,
the Amendment No. 2 filed by Mr. Firer on September 22, 2015, the Amendment No. 3 filed by Mr. Firer on October 15, 2015, the Amendment
No. 4 filed by Mr. Firer on December 2, 2015, the Amendment No. 5 filed by Mr. Firer on June 20, 2016, and the Amendment No. 6
filed by Mr. Firer on October 11, 2017 (the “Schedule 13D”). The Company’s principal executive offices are located
at 3363 NE 163rd Street, Suite 705, North Miami Beach, FL 33160.
Except as set forth below, all Items of
the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Schedule 13D.
Item 4. Purpose of the Transaction
Item 4 is hereby amended to add the following
information for updating
:
On October 20, 2017, 67,312 restricted shares
of Common Stock of the Company were issued to Star Equities LLC pursuant to the conversion of that certain promissory note dated
March 1, 2017 by the Company to Star Equities LLC (the “Promissory Note”) of the entire outstanding amount of $374,253.13
(including the principal amount of $348,083.32 and accrued and unpaid interest), for a purchase price of $5.56 per share.
Item 5. Interest in Securities of Issuer
Items 5(a) and (b) of Schedule 13D are
hereby amended and restated in their entirety by the following
:
(a) – (b) As of the date hereof,
Star Equities is the beneficial owner of 124,455 restricted shares of Common Stock consisting of (1) 28,572 restricted shares of
Common Stock issued on November 23, 2015 to Star Equities pursuant to the Investment Agreement, (2) 28,572 restricted shares of
Common Stock issuable upon exercise of the Amended Option, and (3) 67,312 restricted shares of Common Stock issuable to Star Equities
as disclosed in Item 4 above, representing approximately 5.0% of the outstanding shares of Common Stock, based on (x) 2,397,825
shares of Common Stock issued and outstanding as of October 20, 2017, as disclosed in the Form 8-K filed by the Issuer with the
SEC on October 20, 2017, plus (y) 67,312 restricted shares of Common Stock issuable to Star Equities as disclosed in Item 4 above,
plus (z) 28,572 restricted shares of Common Stock issuable upon exercise of the Amended Option.
As of the date hereof, Mr. Firer is deemed
to have beneficial ownership of 300,818 shares of Common Stock consisting of (1) 176,363 restricted shares of Common Stock held
directly by Mr. Firer, and (2) as the sole member of Star Equities, Mr. Firer can be deemed to beneficially own the above-described
restricted shares of Common Stock beneficially owned by Star Equities (which equals to 124,455 shares as of the date hereof, as
described above), and such shares collectively represent approximately 12.0% of the outstanding shares of Common Stock, based on
(x) 2,397,825 shares of Common Stock issued and outstanding as of October 20, 2017, as disclosed in the Form 8-K filed by
the Issuer with the SEC on October 20, 2017, plus (y) 67,312 restricted shares of Common Stock issuable to Star Equities as disclosed
in Item 4 above plus (z) 28,572 restricted shares of Common Stock issuable upon exercise of the Amended Option. Mr. Firer has sole
voting power and sole dispositive power with respect to 176,363 restricted shares of Common Stock and shared voting power and shared
dispositive power with respect to the above-described shares beneficially owned by Star Equities.
(c) Except as disclosed in Item 4, neither
Star Equities nor Mr. Firer has effected any transaction in the Common Stock in the past 60 days.
SIGNATURES
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.
Date: October 26, 2017
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/s/ Oleg Firer
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Oleg Firer
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Date: October 26, 2017
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STAR EQUITIES, LLC
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By:
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/s/ Oleg Firer
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Oleg Firer, as Managing Member
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