UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IRELAND INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
46267T 10 7
(CUSIP Number)
March 24, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Kenneth Greif
|
| | |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) o |
| (b) x |
| | |
3 | | SEC USE ONLY |
| |
| |
| | |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| United States of America |
| | | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | | SOLE VOTING POWER |
| |
| 4,151,150 |
| | |
6 | | SHARED VOTING POWER |
| |
| 6,276,924 |
| | |
7 | | SOLE DISPOSITIVE POWER |
| |
| 4,151,150 |
| | |
8 | | SHARED DISPOSITIVE POWER |
| |
| 6,276,924 |
| | |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 10,428,074(1) |
| | |
10 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
| o |
| | |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
| 6.85%(2) |
| | |
12 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
| IN |
| | (1) Consists of the following securities directly held by Kenneth Greif: (i) 2,701,150 shares of common stock and (ii) warrants to purchase 1,450,000 shares of common stock, plus the following held by The Greif Family Limited Partnership L.P., of which Kenneth Greif may be deemed a beneficial owner and is one of the general partners: (i) 2,138,462 shares of common stock, (ii) warrants to purchase 2,138,462 shares of common stock and (iii) 2,000,000 shares of common stock issuable upon the exercise of special warrants and upon the further exercise of warrants issuable upon exercise of such special warrants.
(2) Based on 146,559,542 shares of common stock outstanding as of April 18, 2014 as reported by Ireland Inc. (the “Issuer”) in its prospectus filed with the SEC April 18, 2014 plus warrants (and warrants issuable upon exercise of special warrants) to purchase 5,588,462 shares of common stock of the Issuer held by the Reporting Persons. |
| | |
| | | | | |
1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| The Greif Family Limited Partnership L.P.
|
| | |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) o |
| (b) x |
| | |
3 | | SEC USE ONLY |
| |
| |
| | |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| Delaware |
| | | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | | SOLE VOTING POWER |
| |
| 6,276,924 (1) |
| | |
6 | | SHARED VOTING POWER |
| |
| 0 |
| | |
7 | | SOLE DISPOSITIVE POWER |
| |
| 6,276,924 (1) |
| | |
8 | | SHARED DISPOSITIVE POWER |
| |
| 0 |
| | |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 6,276,924(1) |
| | |
10 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
| o |
| | |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
| 4.17%(2) |
| | |
12 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
| PN |
(1) Consists of the following securities directly held by The Greif Family Limited Partnership L.P.: (i) 2,138,462 shares of common stock, (ii) warrants to purchase 2,138,462 shares of common stock and (iii) 2,000,000 shares of common stock issuable upon the exercise of special warrants and upon the further exercise of warrants issuable upon exercise of such special warrants.
(2) Based on 146,559,542 shares of common stock outstanding as of April 18, 2014 as reported by the Issuer in its prospectus filed with the SEC on April 18, 2014 plus warrants (and warrants issuable upon exercise of special warrants) to purchase 4,138,462 shares of common stock of the Issuer held by The Greif Family Limited Partnership L.P.
Item 1.
| (b) | Address of issuer’s principal executive offices: |
| | 2360 West Horizon Ridge Parkway, Suite 100 Henderson, NV 89052 |
Item 2.
| (a) | Name of person filing: |
| | Kenneth Greif and The Greif Family Limited Partnership L.P. (collectively, the “Reporting Persons”) The Reporting Persons are making this single, joint filing pursuant to Rule 13d-1(k)(1) under the Act; neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a “group” within the meaning of Section 13(d)(3) of the Act exists.
|
| (b) | Address of principal business office or, if none, residence: |
| | The address of all Reporting Persons is 1450 Broadway, 40th Floor, New York, New York 10018 |
| | Kenneth Greif is a United States citizen. The Greif Family Limited Partnership L.P. is a Delaware limited partnership. |
| (d) | Title of class of securities: |
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) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | 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) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | o | A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
Kenneth Greif:
Kenneth Greif directly holds: (i) 2,701,150 shares of common stock and (ii) warrants to purchase 1,450,000 shares of common stock. In addition, Kenneth Greif may be deemed a beneficial owner and is one of the general partners of The Greif Family Limited Partnership L.P., which directly holds: (i) 2,138,462 shares of common stock, (ii) warrants to purchase 2,138,462 shares of common stock and (iii) 1,000,000 special warrants, each of which special warrant may be converted into one unit consisting of one share of common stock and one warrant exercisable for one additional share of common stock.
The Greif Family Limited Partnership L.P.:
The Greif Family Limited Partnership L.P. directly holds: (i) 2,138,462 shares of common stock, (ii) warrants to purchase 2,138,462 shares of common stock and (iii) 1,000,000 special warrants, each of which special warrant may be converted into one unit consisting of one share of common stock and one warrant exercisable for one additional share of common stock.
| (b) | Percent of class: Kenneth Greif: 6.85% The Greif Family Limited Partnership L.P.: 4.17% |
| | |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
Kenneth Greif has sole power to vote 4,151,150 shares of common stock and The Greif Family Limited Partnership L.P. has to sole power to vote 6,276,924 shares of common stock.
| (ii) | Shared power to vote or to direct the vote: |
As a general partner of The Greif Family Limited Partnership L.P., Kenneth Greif may be deemed to have shared power to vote 6,276,924 shares of common stock.
| (iii) | Sole power to dispose or to direct the disposition of: |
Kenneth Greif has sole power to dispose of 4,151,150 shares of common stock and The Greif Family Limited Partnership L.P. has to sole power to dispose of 6,276,924 shares of common stock.
| (iv) | Shared power to dispose or to direct the disposition of: |
As a general partner of The Greif Family Limited Partnership L.P., Kenneth Greif may be deemed to have shared power to dispose 6,276,924 shares of common stock.
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 of securities, check the following¨.
Not Applicable
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 |
Not Applicable
Item 8. | Identification and Classification of Members of the Group |
This Schedule 13G Statement is being jointly filed on behalf of each of the Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1). The agreement required by Rule 13d-1(k)(1)(iii) was attached to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on April 22, 2014.
Item 9. | Notice of Dissolution of Group |
Not Applicable
By signing below each party hereto certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: May 5, 2014
| /s/ Kenneth Greif | |
| Name: Kenneth Greif |
| |
| The Greif Family Limited Partnership L.P. |
| | |
| By: | /s/ Kenneth Greif | |
| | Name: Kenneth Greif |
| | Title: General Partner |
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |