| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Track Group, Inc. [ TRCK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 09/30/2012 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock(1)(2) | 06/26/2012 | P | 31,140,625 | A | $0.03 | 31,140,625 | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Convertible Debenture | $0.03 | 04/20/2012 | P | 1,000,000 | (3) | 10/15/2012 | Common Stock | 33,333,333 | $1,000,000 | 33,333,333 | D | |||
| Convertible Debenture | $0.03 | 08/31/2012 | P | 500,000 | (3) | 10/15/2012 | Common Stock | 16,666,666 | $500,000 | 16,666,666 | D | |||
| Convertible Debenture | $0.03 | 09/24/2012 | P | 500,000 | (3) | 10/15/2012 | Common Stock | 16,666,666 | $500,000 | 16,666,666 | D | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 5 is filed jointly by Sapinda Asia Limited ("Sapinda Asia") and Lars Windhorst (collectively, the "Reporting Persons"). As the sole shareholder of Sapinda Asia, Mr. Windhorst may be deemed to beneficially own the Common Stock beneficially owned by Sapinda Asia. Mr. Windhorst disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein. |
| 2. On July 26, 2012, Sapinda Asia agreed pursuant to an Assignment of Rights to acquire from Sapinda UK Limited its rights under a Share Purchase Agreement with the Issuer to acquire 31,140,625 shares of Common Stock for $1,033,000. Closing of the issuance and sale of Common Stock by the Issuer to Sapinda Asia occurred July 27, 2012. |
| 3. Immediate. |
| Sapinda Asia Limited By: /s/ Lars Windhorst, Authorized Signatory | 07/08/2015 | |
| By: /s/ Lars Windhorst | 07/08/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
