UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ExamWorks Group, Inc. | ||
(Name of Issuer) | ||
| ||
| ||
Common Stock, par value $0.0001 per share | ||
(Title of Class of Securities) | ||
| ||
| ||
| 30066A |
|
| (CUSIP Number) |
|
|
|
|
|
|
|
December 31, 2013 | ||
(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) |
☐ | 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).
1. | Names of Reporting Persons.
| |
| Richard E. Perlman | |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |
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
|
| 2,234,215 (1) | |
6. | Shared Voting Power
| |
| 0 | |
7. | Sole Dispositive Power
| |
| 2,234,215(1) | |
8. | Shared Dispositive Power
| |
| 0 | |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
| |
| 2,234,215 (1) | |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
|
| |
11. | Percent of Class Represented by Amount in Row (9)
| |
| 5.9% (2) | |
12. | Type of Reporting Person (See Instructions)
| |
| IN | |
(1) Includes 672,110 shares subject to options exercisable within sixty (60) days of December 31, 2013, and 186,242 shares held in an IRA. Does not include 18,660 restricted shares issued on January 3, 2014. The total includes 11,567 shares previously held by Compass Partners, L.L.C. (“Compass Partners”) which is 100% owned and controlled by Reporting Person. During 2013, Compass Partners transferred these shares to Reporting Person.
(2) The ownership percentage is calculated based on a total of36,928,212 Common Shares outstanding as of December 31, 2013. The denominator used to calculate ownership percentage also includes 672,110 shares subject to options exercisable within sixty (60) days of December 31, 2013.
Item 1.
| (a) | Name of Issuer |
|
|
|
|
| ExamWorks Group, Inc. |
|
|
|
| (b) | Address of Issuer’s Principal Executive Offices |
|
|
|
|
| 3280 Peachtree Road NE |
|
| Suite 2625 |
|
| Atlanta, GA 30305 |
Item 2.
| (a)-(c) | This Statement is being filed by the following (the “Reporting Person”): | |
|
|
|
|
| Richard E. Perlman, an individual citizen of the United States | ||
|
|
| 655 Madison Avenue |
|
|
| 23rd Floor |
|
|
| New York, NY 10065 |
|
|
|
|
| (d) | Title of Class Securities | |
|
|
|
|
|
| Common Stock, par value $0.0001 per share | |
|
|
|
|
| (e) | CUSIP Number | |
|
|
|
|
|
| 30066A | |
Item 3. | 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: | ||
|
|
|
|
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). |
|
|
|
|
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8). |
|
|
|
|
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
|
|
|
|
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F). |
|
|
|
|
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
|
|
|
|
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
|
|
|
|
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
|
|
|
|
| (j) | ☐ | Group in accordance with § 240.13d-1(b)(ii)(J). |
Item 4. | Ownership | |
|
|
|
| (a) Amount beneficially owned: 2,234,215(1) | |
|
|
|
| (b) Percent of class: 5.9% (2) | |
|
|
|
| (c) Number of shares to which Reporting Person has: | |
|
|
|
|
| (i) Sole power to vote or to direct the vote: 2,234,215(1) |
|
|
|
|
| (ii) Shared power to direct the vote: 0 |
|
|
|
|
| (iii) Sole power to dispose or to direct the disposition of: 2,234,215(1) |
|
|
|
|
| (iv) Shared power to dispose or to direct the disposition of: 0 |
| (1) Includes 672,110 shares subject to options exercisable within sixty (60) days of December 31, 2013, and 186,242 shares held in an IRA. Does not include 18,660 restricted shares issued on January 3, 2014. The total includes 11,567 shares previously held by Compass Partners, L.L.C. (“Compass Partners”) which is 100% owned and controlled by Reporting Person. During 2013, Compass Partners transferred these shares to Reporting Person. (2) The ownership percentage is calculated based on a total of36,928,212 Common Shares outstanding as of December 31, 2013. The denominator used to calculate ownership percentage also includes 672,110 shares subject to options exercisable within sixty (60) days of December 31, 2013. |
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 securities, check the following☐ | |
|
|
|
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
|
|
|
| Not applicable. | |
|
|
|
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |
|
|
|
| Not applicable. | |
|
|
|
Item 8. | Identification and Classification of Members of the Group. | |
|
|
|
| Not applicable. | |
|
|
|
Item 9. | Notice of Dissolution of Group. | |
|
|
|
Not applicable. | ||
|
| |
Item 10. | Certification | |
|
| |
| Not applicable. | |
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2014
|
| RICHARD E. PERLMAN | |
|
|
| |
|
| /s/ Richard E. Perlman |
|
|
| Richard E. Perlman | |
