Mobiventures Inc. - Initial Statement of Beneficial Ownership (3)
April 10 2008 - 2:45PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
January 31, 2008
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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WOOTTON DANNY
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2. Date of Event Requiring Statement (MM/DD/YYYY)
3/31/2008
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3. Issuer Name
and
Ticker or Trading Symbol
MobiVentures Inc. [MBLV]
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(Last)
(First)
(Middle)
SUNNYSIDE BRINKWORTH, CHIPPENHAM
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
WILTSHIRE, X0 SN15 5BY
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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7272295
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants
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3/31/2008
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3/31/2013
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Common Stock
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300000
(2)
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$0.1
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D
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Explanation of Responses:
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(
1)
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Shares acquired in connection with the acquisition of all issued and outstanding shares of Move2Mobile Limited ("M2M") by the Issuer pursuant to an Equity Share Purchase Agreement. Mr. Wootton was a principal shareholder and a director of M2M. In addition, Mr. Wootton is entitled to be issued additional shares on each of the first and second anniversaries of the closing of the acquisition in an amount determined in accordance with the Equity Share Purchase Agreement and based on his pro-rata ownership of shares in M2M.
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(
2)
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Of the 300,000 Warrants, 200,000 Warrants are fully vested and 100,000 Warrants will vest upon satisfaction of certain performance criteria by Mr. Wootton pursuant to the Consultant Agreement between the Issuer and Mr. Wootton. The Warrants are exercisable for a term expiring on the earlier of five years from the date of grant and one year from the date of termination of the Consultant Agreement for any reason.
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Remarks:
Mr. Wootton was appointed a director of the Issuer on March 31,2008.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WOOTTON DANNY
SUNNYSIDE BRINKWORTH
CHIPPENHAM
WILTSHIRE, X0 SN15 5BY
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X
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X
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Signatures
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/s/ Danny Wootton
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4/9/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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