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Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
DG Capital Management | 0 | 1,120,425 | 0 | 1,120,425 | 1,120,425 | 5.04% |
Dov Gertzulin | 0 | 1,120,425 | 0 | 1,120,425 | 1,120,425 | 5.04% |
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Page 1 of 8 – SEC Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 4)*
Aware,
Inc.
Common
Stock
(Title
of Class of
Securities)
05453N100
(CUSIP
Number)
April
5, 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:
[ ]
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 be subject to all other provisions of the Act (however, see the Notes).
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Page 2 of 8 – SEC Filing
CUSIP No. | 05453N100 |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
DG Capital Management, LLC | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) [ ] | |
(b) [X] | |
3. | SEC USE ONLY |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware, USA |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. | SOLE VOTING POWER |
0 | |
6. | SHARED VOTING POWER |
1,120,425* | |
7. | SOLE DISPOSITIVE POWER |
0 | |
8. | SHARED DISPOSITIVE POWER |
1,120,425* | |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,120,425* | |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
[ ] | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
5.04%* | |
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
IA |
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CUSIP No. | 05453N100 |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Dov | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(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 |
0 | |
6. | SHARED VOTING POWER |
1,120,425* | |
7. | SOLE DISPOSITIVE POWER |
0 | |
8. | SHARED DISPOSITIVE POWER |
1,120,425* | |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,120,425* | |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
5.04%* | |
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
IN, HC |
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Page 4 of 8 – SEC Filing
Item 1. | (a). | Name of Issuer: |
Aware, Inc. | ||
(b). | Address of issuer’s principal executive offices: | |
40 Middlesex Turnpike | ||
Bedford, Massachusetts 01730 | ||
Item 2. | (a). | Name of person filing: |
DG Capital Management, LLC | ||
Dov Gertzulin | ||
(b). | Address or principal business office or, if none, residence: | |
460 New | ||
(c). | Citizenship: | |
DG Capital Management, LLC – Delaware, | ||
Dov Gertzulin – United States | ||
(d). | Title of class of securities: | |
Common Units | ||
(e). | CUSIP No.: 05453N100 |
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Page 5 of 8 – SEC Filing
Item 3. | If |
N/A | |
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 | |
DG | ||
Dov Gertzulin – 1,120,425 | ||
(b) | Percent of class: | |
DG | ||
Dov | ||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote | |
DG | ||
Dov | ||
(ii) | Shared power to vote or to direct the vote | |
DG | ||
Dov | ||
(iii) | Sole power to dispose or to direct the disposition of | |
DG | ||
Dov | ||
(iv) | Shared power to dispose or to direct the disposition of | |
DG | ||
Dov |
*Shares
reported herein are held by private investment funds and separately managed accounts (the “DG Entities”) for which
DG Capital Management, LLC serves as the investment manager. Dov Gertzulin serves as the managing member of DG Capital Management,
LLC. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect
to the Shares owned directly by the DG Entities. This report shall not be deemed an admission that the Reporting Persons are beneficial
owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting
Person’s pecuniary interest therein.
The percentages
herein are calculated based upon a statement in the Issuer’s Annual Report on Form 10-K for the quarter ended December 31,
2016 that there were 22,431,324 shares of Common Stock issued and outstanding as of February 3, 2017, and subsequent Form 8-K
dated March 9, 2017 indicating the Issuer’s purchase of 210,000 shares of the Issuer’s Common Stock, resulting in
22,221,324 shares of Common Stock issued and outstanding as of March 9, 2017.
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Page 6 of 8 – SEC Filing
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. | |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
If | |
N/A | |
Item 7. | If |
N/A | |
Item 8. | Identification and Classification of Members of the Group. |
If | |
N/A | |
Item 9. | Notice of Dissolution of Group. |
Notice | |
N/A | |
Item 10. | Certification. |
By |
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Page 7 of 8 – SEC Filing
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: April 12, 2017 | DG Capital Management, LLC | |
By: | /s/ | |
Dov Gertzulin, Managing Member | ||
Dov Gertzulin | ||
By: | /s/ | |
Dov Gertzulin, Individually |
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Page 8 of 8 – SEC Filing