Filing Details

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Phillip Frost, M.D.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

134

SHARED VOTING POWER

132,222 (1)(2)

SOLE DISPOSITIVE POWER

134

SHARED DISPOSITIVE POWER

132,222 (1)(2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

132,356 (1)(2)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (3)

TYPE OF REPORTING PERSON

IN

Includes 4,712 shares of the Issuers Common Stock held by the Phillip and Patricia Frost Philanthropic Foundation, Inc., which is controlled by Dr. Frost and his wife. Also includes (i) 63,426 shares of Common Stock and (ii) 64,084 shares of Common Stock underlying Series C Convertible Preferred Stock, all of which are held by Frost Gamma Investments Trust (FGIT). Excludes 518,490 shares of Common Stock underlying the aforementioned Series C, and Series H, J and K Convertible Preferred Stock held by FGIT. Each of the foregoing classes of preferred stock contains an ownership limitation such that the holder may not convert any of such securities to the extent that conversion would result in the holders beneficial ownership being in excess of 9.99%. Dr. Frost is the

On March 8, 2018, the Issuer effected a 1-150 reverse stock split of its common stock (the Reverse Stock Split). The amount of securities reported on this Schedule 13G/A has been adjusted to reflect the Reverse Stock Split.

Based on 1,260,804 shares outstanding as of January 25, 2019 based on information provided by the Issuer to the Reporting Persons on such date.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Frost Gamma Investments Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

127,510 (1)(2)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

127,510 (1)(2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

127,510 (1)(2)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.62% (3)

TYPE OF REPORTING PERSON

OO

Includes (i) 63,426 shares of Common Stock and (ii) 64,084 shares of Common Stock underlying Series C Convertible Preferred Stock, all of which are held by Frost Gamma Investments Trust (FGIT). Excludes 518,490 shares of Common Stock underlying the aforementioned Series C and Series H, J and K Convertible Preferred Stock. Each of the foregoing classes of preferred stock contains an ownership limitation such that the holder may not convert any of such securities to the extent that conversion would result in the holders beneficial ownership being in excess of 9.99%. Dr. Frost is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

On March 8, 2018, the Issuer effected a 1-150 reverse stock split of its common stock (the Reverse Stock Split). The amount of securities reported on this Schedule 13G/A has been adjusted to reflect the Reverse Stock Split.

Based on 1,260,804 shares outstanding as of January 25, 2019 based on information provided by the Issuer to the Reporting Persons on such date.

Name of Issuer: Orbital Tracking Corp.

Address of Issuers Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship

Title of Class of Securities:

CUSIP Number:

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:

Ownership.

Amount beneficially owned: 132,356 (1)(2)

Percent of class: 9.99 %

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 134

Shared power to vote or to direct the vote: 132,222 (1)(2)

Sole power to dispose or to direct the disposition of: 134

Shared power to dispose or to direct the disposition of: 132,222 (1)(2)

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

Exhibit

Number

Description