UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

IPSIDY INC.

 (Name of Issuer)

 

 

Common Stock, $0.0001 par value per share  

(Title of Class of Securities)

 

46264C 107

(CUSIP Number)

 

December 19, 2017  

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

a. ☐  Rule 13d-1(b)

 

b. ☒  Rule 13d-1(c)

 

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 be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 46264C 107
1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)     Richard Greene
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)   ☐        (b)   ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization       USA
Number of  Shares Beneficially   Owned by Each   Reporting Person   With:				5.		Sole Voting Power       29,505,006 (1)
				6.		Shared Voting Power     0
				7.		Sole Dispositive Power       29,505,006 (1)
				8.		Shared Dispositive Power       0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person        29,505,006 (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ☐
11.		Percent of Class Represented by Amount in Row (9)       7.2% (1)
12.		Type of Reporting Person (See Instructions)       IN

(1)

Includes (i) 6,599,872 shares of common stock held by the Trust FBO Emily Greene (the “Emily Trust”), (ii) 6,599,872 shares of common stock held by the Trust FBO Victoria Greene (the “Victoria Trust”), (iii) 12,010,263 shares of common stock held by Fifth Melville LLC (“Fifth”), (iv) a common stock purchase warrant held by Fifth to acquire 1,041,665 shares of common stock at $0.10 per share issued on December 23, 2015 exercisable for a period of five years, (v) a common stock purchase warrant held by the Emily Trust to acquire 550,000 shares of common stock at $0.10 per share issued on July 29, 2015 exercisable for a period of five years, (vi) a common stock purchase warrant held by the Victoria Trust to acquire 550,000 shares of common stock at $0.10 per share issued on July 29, 2015 exercisable for a period of five years, (vii) a common stock purchase warrant held by the Emily Trust to acquire 1,076,667 shares of common stock at $0.10 per share issued on September 3, 2015 exercisable for a period of five years, and (viii) a common stock purchase warrant held by the Victoria Trust to acquire 1,076,667 shares of common stock at $0.10 per share issued on September 3, 2015 exercisable for a period of five years. Mr. Greene serves as the trustee for the Victoria Trust and the Emily Trust. Mr. Greene serves as the manager of Fifth. Percentage of class calculated based on an aggregate of 402,781,754 shares issued and outstanding. Fifth acquired 3,846,153 shares of common stock on December 19, 2017. Further, in December 2017, Mr. Greene assigned 5,664,110 shares of Common Stock and a common stock purchase warrant to acquire 1,041,665 shares of common stock to Fifth.

 

 

Item 1.	(a)	Name of Issuer
		Ipsidy Inc. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices
		780 Long Beach Blvd.   Long Beach, New York 11561
Item 2.	(a)	Name of Person Filing   Richard Greene
	(b)	Address of Principal Business Office or, if none, Residence   15 Melville Lane  Great Neck, NY 11023
	(c)	Citizenship
		USA
	(d)	Title of Class of Securities
		Common stock, $0.0001 par value per share, of the Issuer (the “Common Stock”) and Common Stock Purchase Warrants to acquire Common Stock.
	(e)	CUSIP Number
		46264C 107
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
		Not applicable.
Item 4.	Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

    (a) Amount beneficially owned: 29,505,006 (1)

 

    (b) Percent of class: 7.2% (1)

 

    (c) Number of shares as to which such person has:

 

    (i)  Sole power to vote or to direct the vote: 29,505,006 (1)

 

    (ii) Shared power to vote or to direct the vote: 0

 

    (iii) Sole power to dispose or to direct the disposition of: 29,505,006 (1)

 

    (iv) Shared power to dispose or to direct the disposition of: 0

 

(1) Includes (i) 6,599,872 shares of common stock held by the Trust FBO Emily Greene (the “Emily Trust”), (ii) 6,599,872 shares of common stock held by the Trust FBO Victoria Greene (the “Victoria Trust”), (iii) 12,010,263 shares of common stock held by Fifth Melville LLC (“Fifth”), (iv) a common stock purchase warrant held by Fifth to acquire 1,041,665 shares of common stock at $0.10 per share issued on December 23, 2015 exercisable for a period of five years, (v) a common stock purchase warrant held by the Emily Trust to acquire 550,000 shares of common stock at $0.10 per share issued on July 29, 2015 exercisable for a period of five years, (vi) a common stock purchase warrant held by the Victoria Trust to acquire 550,000 shares of common stock at $0.10 per share issued on July 29, 2015 exercisable for a period of five years, (vii) a common stock purchase warrant held by the Emily Trust to acquire 1,076,667 shares of common stock at $0.10 per share issued on September 3, 2015 exercisable for a period of five years, and (viii) a common stock purchase warrant held by the Victoria Trust to acquire 1,076,667 shares of common stock at $0.10 per share issued on September 3, 2015 exercisable for a period of five years. Mr. Greene serves as the trustee for the Victoria Trust and the Emily Trust. Mr. Greene serves as the manager of Fifth. Percentage of class calculated based on an aggregate of 402,781,754 shares issued and outstanding. Fifth acquired 3,846,153 shares of common stock on December 19, 2017 on December 19, 2017. Further, in December 2017, Mr. Greene assigned 5,664,110 shares of Common Stock and a common stock purchase warrant to acquire 1,041,665 shares of common stock to Fifth.

 

 

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.	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.

Date: December 22, 2017		/s/  Richard Greene
		Richard Greene