Pursuant to Rule 13d-1 of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned, Ronald L. Chez (the "Reporting Person") hereby files this Schedule 13D.
Item 1. Security and Issuer:
This Schedule 13D relates to the Common Stock, Par Value $0.0001 per share (“Common Stock”) of Blue Calypso, Inc. (the "Company"). The principal executive offices of the Company are located at 19111 North Dallas Parkway, Suite 200, Dallas, Texas 75287.
Item 2. Identity and Background:
(a)-(b)-(c) The Reporting Person is an individual whose principal occupation is an
investor and his business address is in Chicago, Illinois.
(d)-(e) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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 of America.
Item 3. Source and Amount of Funds or Other Consideration:
The consideration used by the Reporting Person to purchase the Common Stock of the Company that require the filing of this Schedule 13D are personal funds, including amounts held by an individual retirement account for the benefit of the Reporting Person.
Item 4. Purpose of Transaction:
The shares of the Common Stock of the Company to which this statement relates have been acquired by the Reporting Person for investment purposes. The Reporting Person and his associates are currently working with the senior management of the Company to introduce potential customers of the Company to the Company’s social media technology solutions, and intends do continue to do so.
The Reporting Person may give consideration to acquiring a more significant voice in the Company's management and/or becoming a director of the Company, but he has not yet made that determination. It is possible that at a future date the Reporting Person might decide to sell shares of the Common Stock or to acquire additional shares of the Common Stock through open market or privately negotiated transactions. Any such future decisions will be made by the Reporting Person in light of the then current financial conditions and prospects of the Company, the market value of the Common Stock, the financial condition of the Reporting Person and other relevant factors. Except as noted above, the Reporting Person has not formulated any plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the issuer;
(f) Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national
securities association;
(h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer:
(a) This statement relates to 8,847,207 shares of Common Stock owned by the Reporting Person. Based on the Company’s Form 10-Q for the quarterly period ended June 30, 2013, 153,289,171 shares of Common Stock were outstanding as of August 19, 2013. Therefore, the 8,847,207 shares of Common Stock reported on this Schedule 13D represent approximately 5.8% of the Company’s outstanding shares.
(b) The Reporting Person has the sole power (and no shared power) to vote, dispose of or direct the disposition of the Common Stock.
(c) During the past 60 days, the Reporting Person effected the following purchases of the Company’s securities, each through open market transactions, on the dates, in the amounts, and at the prices per share shown below:
| Date | Shares | Unit Cost |
| 7/18/2013 | 35,000 | $ 0.1500 |
| 7/18/2013 | 700,000 | $ 0.1438 |
| 7/19/2013 | 130,000 | $ 0.1538 |
| 7/23/2013 | 107,000 | $ 0.1751 |
| 7/24/2013 | 60,000 | $ 0.1600 |
| 7/26/2013 | 500,000 | $ 0.1700 |
| 8/2/2013 | 1,200,000 | $ 0.1200 |
| 8/6/2013 | 500,000 | $ 0.1100 |
| 8/14/2013 | 200,000 | $ 0.1224 |
| 8/21/2013 | 125,000 | $ 0.1618 |
| 8/22/2013 | 100,000 | $ 0.1796 |
| 8/22/2013 | 100,000 | $ 0.1644 |
| 8/23/2013 | 51,000 | $ 0.1526 |
| 8/26/2013 | 25,000 | $ 0.1560 |
| 8/26/2013 | 8,800 | $ 0.1570 |
| 8/26/2013 | 25,000 | $ 0.1540 |
| 8/27/2013 | 20,000 | $ 0.1610 |
| 8/28/2013 | 5,000 | $ 0.1585 |
| 8/28/2013 | 220,000 | $ 0.1610 |
| 8/29/2013 | 140,000 | $ 0.1418 |
| 8/29/2013 | 11,000 | $ 0.1540 |
| 8/29/2013 | 33,000 | $ 0.1410 |
| 8/30/2013 | 79,000 | $ 0.1650 |
| 9/4/2013 | 5,000 | $ 0.1700 |
| 9/6/2013 | 50,000 | $ 0.1675 |
| 9/10/2013 | 50,000 | $ 0.1558 |
| 9/10/2013 | 50,000 | $ 0.1500 |
| 9/11/2013 | 5,000 | $ 0.1575 |
| 9/12/2013 | 92,000 | $ 0.1643 |
| 9/13/2013 | 212,000 | $ 0.1531 |
| 9/16/2013 | 44,000 | $ 0.1500 |
| 9/17/2013 | 91,000 | $ 0.1450 |
| 9/18/2013 | 20,000 | $ 0.1440 |
| 9/18/2013 | 90,000 | $ 0.1422 |
| 9/19/2013 | 211,000 | $ 0.1334 |
| 9/19/2013 | 8,000 | $ 0.1360 |
| 9/20/2013 | 43,000 | $ 0.1520 |
| 9/20/2013 | 500,000 | $ 0.1527 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer: |
Not applicable.
Item 7. Material to Be Filed as Exhibits:
Not applicable.
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 as of September 23, 2013
By: /s/ Barry L. Fischer
Barry L. Fischer, attorney-in-fact for
Ronald L. Chez
