Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

(Name of Issuer)

February 11, 2016

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 §240.13d-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).

 

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Unterberg Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,867,948
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,867,948
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,867,948
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	17.26%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

 

CUSIP No. 36113B400

13D

Page 2 of 6 Pages

 

CUSIP No. 36113B400

13D

Page 3 of 6 Pages

 

CUSIP No. 36113B400

13D

Page 4 of 6 Pages

 

 

CUSIP No. 36113B400

13D

Page 5 of 6 Pages

 

 

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).

This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 1.

Security and Issuer.

Common stock of Fusion Telecommunications International, Inc., $0.01 par value (the “Common Stock”).

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

a.

Name

This statement is filed by: (i) Unterberg Capital, LLC; (ii) Unterberg Technology Partners GP, LLC; (iii) UKC GP, LLC; (iv) Unterberg Technology Partners, L.P.; (v) Unterberg Koller Capital Fund, L.P.; and (vi) Thomas I. Unterberg. The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

b.	Residence or Business Address

The address of the business office of each of the Reporting Persons is 445 Park Ave, Room 901, New York, NY 10022.

c.	Occupation

Thomas I. Unterberg is the Chief Investment Officer of Unterberg Capital, LLC.

d.	Convictions

No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

e.	Civil Judgments

No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

f.	Citizenship

Unterberg Capital, LLC is a Delaware limited liability company. Unterberg Technology Partners GP, LLC is a Delaware limited liability company. UKC GP, LLC is a Delaware limited liability company. Unterberg Technology Partners LP is a Delaware limited partnership. Unterberg Koller Capital Fund, L.P. is a Delaware limited partnership. Thomas I. Unterberg is a United States citizen.

Item 4.

Purpose of Transaction.

State the purpose or purposes of the acquisition of securities of the issuer:

Item 4 is hereby amended and restated to read as follows:

 

The Reporting Persons purchased the warrants, convertible B-2 preferred stock and Common Stock (the “Securities”) based on the Reporting Persons’ belief that the Securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Securities at prices that would make the purchase or sale of Securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons have expressed to the Issuer a desire to have representatives be appointed to the Issuer’s Board of Directors (the “Board”). The Reporting Persons reserve the right to take any actions that they deem appropriate or required in furtherance of seeking shareholder representation on the Board, including, without limitation, nominating one or more director candidates for election at the Issuer’s 2017 Annual Meeting, engaging in discussions with other shareholders of the Issuer regarding the composition of the Board and continuing to engage in discussions with management and the Board of the Issuer regarding Board representation.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Securities, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Securities or selling some or all of their Securities.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 22,412,403 shares of Common Stock outstanding, as of May 23, 2017, which is the total number of Common Stock outstanding as reported in the Issuer’s Prospectus on Form 424B3 filed with the Securities and Exchange Commission on May 23, 2017.

a.

State the aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each person named in Item 2.

Unterberg Capital, LLC

(a)

Amount beneficially owned: 3,867,948

(b)

Percent of class: 17.26%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 3,867,948

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 3,867,948

Unterberg Technology Partners GP, LLC

(a)

Amount beneficially owned: 1,834,862

(b)

Percent of class: 8.19%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,834,862

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,834,862

UKC GP, LLC

(a)

Amount beneficially owned: 2,033,086

(b)

Percent of class: 9.07%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 2,033,086

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 2,033,086

Unterberg Technology Partners, LP

(a)

Amount beneficially owned: 1,834,862

(b)

Percent of class: 8.19%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,834,862

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,834,862

Unterberg Koller Capital Fund, L.P.

(a)

Amount beneficially owned: 2,033,086

(b)

Percent of class: 9.07%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 2,033,086

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 2,033,086

 

Thomas I. Unterberg

(a)

Amount beneficially owned: 3,867,948

(b)

Percent of class: 17.26%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 3,867,948

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 3,867,948

b.

For each person named, indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition.

See (a) above.

c.

Describe any transactions that were effected during the past sixty days or since the most recent filing of Schedule 13D.

 

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: June 27, 2017

 

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).