UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
[Rule 13d-101]
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13D-2(a)
Bonds.com Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
098003106
(CUSIP Number)
Thomas M. Thees
c/o Bonds.com Group, Inc.
529 5th Avenue
New York, NY 10017
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 2012
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:£
CUSIP No.: 098003106
| 1. | Name of reporting person: |
Thomas M. Thees
| 2. | Check the appropriate box if a member of group |
| (a) | £ |
| (b) | £ |
| 3. | SEC use only |
| 4. | Source of Funds |
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 Citizen
Number of shares beneficially owned by each reporting person with:
| 7. | Sole voting power:19,500,0001 |
|---|---|
| 8. | Shared voting power |
| 9. | Sole dispositive power:19,500,000 |
| 10. | Shared dispositive power: |
| 11. | Aggregate amount beneficially owned by each reporting person: |
19,500,000
| 12. | Check if the aggregate amount in row (11) excludes certain shares£ |
| 13. | Percent of class represented by amount in row (11): |
15.74%
| 14. | Type of reporting person: IN |
The information set forth in response to each separate Item shall be deemed to be a response to all Items where such information is relevant.
| Item | 1. Security and Issuer. |
This Schedule 13D relates to the Common Stock of Bonds.com Group, Inc. (the “Issuer”), whose principal executive offices are located at 529 5th Avenue, New York, New York 10017.
| Item | 2. Identity and Background. |
(a) This Statement is being filed by Thomas M. Thees (the “Reporting Person”).
(b) The business address of the Reporting Person is:
c/o Bonds.com Group, Inc.
529 5th Avenue
New York, New York 10017
| (c) | The Reporting Person has been appointed Chief Executive Officer of the Issuer effective June 1, 2012 (and until such date, he is serving as a Managing Director of Issuer). Additionally, the Reporting Person is a member of the Issuer’s Board of Directors. The Issuer’s principal business is financial services and its address is 529 5th Avenue, New York, New York 10017. |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Person has not, during the last five years, 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 any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States. |
| Item | 3. Source and Amount of Funds or Other Consideration. |
On May 10, 2012, the Issuer granted to the Reporting Person a non-qualified stock option for the purchase of 78,000,000 shares of Common Stock (the “Shares”) at an exercise price of $0.09 per share, of which 19,500,000 Shares become exercisable by the Reporting Person within 60 days from the date of this Statement. The remaining 58,500,000 Shares are not exercisable within 60 days from the date of this Statement (and are not included in the number of Shares reported herein), and such remaining Shares vest
CUSIP No.: 098003106
quarterly over a period of three years from June 1, 2012. If and when the Shares become vested, they remain exercisable for a period of seven (7) years from the date of grant. These options were granted to the Reporting Person in the form incorporated by reference as Exhibit 1 hereto and contain provisions with respect to the accelerated vesting and termination of the options upon the termination of the Reporting Person’s employment under various circumstances.
| Item | 4. Purpose of Transaction. |
The information contained in Item 3 above is incorporated herein by reference. The Issuer granted to the Reporting Person the non-qualified stock option in connection with his employment by the Issuer.
The Reporting Person has been appointed as the Chief Executive Officer of the Issuer effective June 1, 2012 (and until such date, he is serving as a Managing Director of Issuer), and is a member of the Issuer’s Board of Directors, and, in such capacities, may be involved from time to time on behalf of the Issuer in the consideration of matters specified in Item 4 of Schedule 13D. The Reporting Person intends to review his investment in the Issuer from time to time and, depending upon market conditions and other factors that the Reporting Person may deem material in making his investment decision, the Reporting Person may exercise the vested options, purchase Common Stock in open market or private transactions, sell all or any portion of the Common Stock hereafter acquired by the Reporting Person, either in open market or private transactions, or take other steps to increase, decrease or hedge his investment in the Issuer.
Except as described above, the Reporting Person currently has no plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
| Item | 5. Interest in Securities of the Issuer. |
| (a) | As of the date hereof, 19,500,000 Shares may be deemed beneficially owned by the Reporting Person. Such shares represent 15.74% of the issued and outstanding shares of Common Stock (assuming the issuance of the shares of Common Stock beneficially owned by the Reporting Person). The Reporting Person has the right to acquire such Shares within 60 days from the date of this Statement upon the exercise of a non-qualified stock option. |
| (b) | The Reporting Person has sole power to vote the Shares beneficially owned by him, and the Reporting Person has the sole power to dispose, or direct the disposition of, the Shares beneficially owned by him. |
| (c) | Except as described above, during the past sixty days, there were no transactions in shares of Common Stock, or any securities directly or indirectly convertible into or exchangeable for shares of Common Stock, by the Reporting Person or any person or entity controlled by the Reporting Person or any person or entity for which the Reporting Person possesses voting or investment control over the securities thereof. |
| (d) | Not applicable. | |
| (e) | Not applicable |
CUSIP No.: 098003106
| Item 6. | Contracts, Understanding, Arrangements and Relationships with Respect to Securities of the Issuer |
The information contained in Item 4 above is incorporated herein by reference.
| Item 7. | Material to Be Filed as Exhibits. |
| Exhibit1. | Notice of Stock Option Grant and Non-Qualified Stock Option Agreement dated May 10, 2012, between Bonds.com Group, Inc. and Thomas Thees |
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: May 21, 2012 | By: | /s/ Thomas M. Thees | |
| Name: | Thomas M. Thees |