Filing Details
- Accession Number:
- 0001654954-17-008141
- Form Type:
- 13D Filing
- Publication Date:
- 2017-09-05 16:52:35
- Filed By:
- Rutherford Scott Douglas
- Company:
- Brekford Traffic Safety Inc. (OTCBB:BFDI)
- Filing Date:
- 2017-09-05
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Scott Rutherford | 0 | 0 | 0 | 0 | 0 | 0% |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No. 1)
Brekford Traffic Safety, Inc.
(Name of Issuer)
Common Stock, $.0001 Par Value
(Title of Class of Securities)
106787 10 4
(CUSIP
Number)
Thomas
A Rose, Esq.
Sichenzia
Ross Ference Kesner LLP
1185
Avenue of the Americas
New
York, New York 11036
(212)
930-9700
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 28, 2017
(Date
of Event which Requires Filing of this Statement)
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).
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.
Page
1 of 6
|
CUSIP No. 106787 10 4 |
Schedule 13D | Page 2
of 7 | |||||
|
1 | NAMES
OF REPORTING PERSONS. I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only): Scott
Rutherford | ||||||
|
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) oo | ||||||
|
5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ☐ | ||||||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | ||||||
| | NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 | ||||
| | |||||||
|
8 | SHARED
VOTING POWER 0 | ||||||
| | |||||||
|
9 | SOLE
DISPOSITIVE POWER 0 | ||||||
| | |||||||
|
10 | SHARED
DISPOSITIVE POWER 0 | ||||||
| | |||||||
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||||
|
12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See
Instructions) ☐ | ||||||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0% | ||||||
|
14 | TYPE
OF REPORTING PERSON (See Instructions) IN | ||||||
Page
2 of 6
This
Amendment No. 2 amends and supplements the Schedule 13D filed by
Mr. Rutherford with the Securities and Exchange Commission on
December 8, 2009 (the “13D”) relating to the
Common Stock, $0.0001 par value per share (the “Common
Stock”), of Brekford Traffic Safety, Inc. (the
“Issuer”). This Amendment No. 2 is the final amendment
to the Schedule 13D and is an exit filing.
Item
1. SECURITY AND ISSUER.
This
statement relates to shares of the Common Stock of the Issuer. The
address of the principal executive offices of the Issuer is 7020
Dorsey Road, Suite C, Hanover, Maryland 21076.
Item
2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement
is filed by Scott Rutherford. Mr. Rutherford’s address is
7020 Dorsey Road, Suite C, Hanover, Maryland 21076. Mr.
Rutherford’s present principal occupation or employment is
Chief Technology Officer of the Issuer.
(d) -
(e) During the last five years, Mr. Rutherford has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has he been a 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 violations with respect to such
laws.
(f) Mr.
Rutherford is a United States citizen.
Item
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not
Applicable.
Item
4. PURPOSE OF TRANSACTION.
On August 28, 2017, the merger transactions (the
“Mergers”) contemplated
by that certain Second Amended Agreement and Plan of Merger dated as of July 12, 2017, by and
among Novume Solutions, Inc. (“Novume”),
KeyStone Solutions, Inc. (“KSI”), the Issuer, Brekford Merger Sub, Inc.
(“Brekford Merger
Sub”), and KeyStone
Merger Sub, LLC (“KeyStone”), were
consummated. As a result, the Issuer became a wholly-owned
subsidiary of Novume, and Brekford Merger Sub ceased to exist.
KeyStone also became a wholly-owned subsidiary of Novume, and KSI
ceased to exist.
In
connection with the closing of the Mergers, each share of the
Issuer’s common stock owned by the Reporting Person ceased to
exist and the Reporting Person received one share of the common
stock of Novume for each 15 shares share of the Company's common
stock owned by the Reporting Person and a cash payment for any
fractional shares. As a result of the Merger the Reporting Person
no longer owns shares of the Issuer’s common
stock.
Item
5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Rutherford
beneficially owns no shares of the Issuer’s common
stock.
(b) Not
Applicable.
(c) Except as set forth
in this Schedule 13D, Mr. Rutherford has not effected any
transaction in the shares of the Company’s common stock
during the past sixty (60) days.
(d) Not
Applicable.
(e) Mr. Rutherford
ceased to be the beneficial owner of more than five percent of the
Company’s common stock on August 28, 2017.
Page
3 of 6
Item
6.
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Mr.
Rutherford and other directors of the Issuer each entered into an
agreement with the Issuer in connection with the signing of the
Merger Agreement pursuant to which they agreed to vote all of their
voting securities in the Issuer (a) in favor of the Merger
Agreement and Mergers and (b) against any action that is intended
to, or that could reasonably be expected to, impede, delay or
materially adversely affect the transactions contemplated by the
Merger Agreement. The forgoing agreement terminated upon the
consummation of the Mergers on August 28, 2017.
Item
7.
MATERIAL
TO BE FILED AS EXHIBITS.
Exhibit
No.
Description
Second Amended and
Restated Agreement and Plan of Merger, dated July 12, 2017
(previously filed as Exhibit 10.1 to the Current Report on Form 8-K
of Brekford Traffic Safety, Inc. as filed with the Securities and
Exchange Commission on July 14, 2017).
Page
4 of 6
SIGNATURES
After
reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
| | | | |
| Dated: September 5,
2017 | By: | /s/ Scott
Rutherford | |
| | Name: | Scott
Rutherford | |
Page
5 of 6
EXHIBIT
INDEX
Exhibit
No.
Description
Second Amended and
Restated Agreement and Plan of Merger, dated July 12, 2017
(previously filed as Exhibit 10.1 to the Current Report on Form 8-K
of Brekford Traffic Safety, Inc. as filed with the Securities and
Exchange Commission on July 14, 2017).
Page
6 of 6