UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GUARDIAN 8 HOLDINGS
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
40136G107
(CUSIP Number)
December 31, 2015
(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 disclosures provided in a prior cover page.
The information required on 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).
| CUSIP No. 40136G107 | Page 2 of 8 Pages |
| 1 | NAME OF REPORTING PERSON | |||
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| James D. Loeffelbein | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
(a) x | ||||
(b) o | ||||
| 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 | 45,000 | ||
| (6) | SHARED VOTING POWER | 3,750,855 | ||
| (7) | SOLE DISPOSITIVE POWER | 45,000 | ||
| (8) | SHARED DISPOSITIVE POWER | 3,750,855 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
3,795,855 Shares of Common Stock | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
| 4.9% - Common Stock | ||||
| 12 | TYPE OF REPORTING PERSON* | |||
| IN (INDIVIDUAL) | ||||
| CUSIP No. 40136G107 | Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSON | |||
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
JT Estate Trust dated July 3, 2013 | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
(a) x | ||||
(b) o | ||||
| 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 | 1,544,299 | ||
| (6) | SHARED VOTING POWER | 0 | ||
| (7) | SOLE DISPOSITIVE POWER | 1,544,299 | ||
| (8) | SHARED DISPOSITIVE POWER | 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
1,544,299 Shares of Common Stock | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
| 2.0% - Common Stock | ||||
| 12 | TYPE OF REPORTING PERSON* | |||
OO (OTHER - Trust) | ||||
| CUSIP No. 40136G107 | Page 4 of 8 Pages |
| 1 | NAME OF REPORTING PERSON | |||
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Enutroff, LLC | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
(a) x | ||||
(b) o | ||||
| 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 | 0 | ||
| (6) | SHARED VOTING POWER | 2,206,556 | ||
| (7) | SOLE DISPOSITIVE POWER | 0 | ||
| (8) | SHARED DISPOSITIVE POWER | 2,206,556 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
2,206,556 Shares of Common Stock | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
| 2.9% - Common Stock | ||||
| 12 | TYPE OF REPORTING PERSON* | |||
OO (OTHER-Limited Liability Company) | ||||
| CUSIP No. 40136G107 | Page 5 of 8 Pages |
Item 1.
| (a) | Name of Issuer: |
| Guardian 8 Holdings |
| (b) | Address of Issuer’s Principal Executive Offices: |
7432 E. Tierra Buena Lane, Suite 102 Scottsdale, Arizona 85260 |
Item 2.
| (a) | Names of Person Filing: | James D. Loeffelbein JT Estate Trust dated July 3, 2013 Enutroff, LLC |
| (b) | Address or Principal Business Office or, if none, Residence: |
This Amended Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) of the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) James D. Loeffelbein, with an address of 10380 W 179th Street, Bucyrus, Kansas 66213 (“Loeffelbein”), (ii) JT Estate Trust dated July 3, 2013, with an address of 7111 West 151st Street, Overland Park, Kansas 66223 (“Trust”) and (iii) Enutroff, LLC, a Nevada limited liability company with an address of 7111 West 151st Street, Overland Park, Kansas 66223 (“Enutroff”) (Loeffelbein, Trust and Enutroff, the “Reporting Persons”). Loeffelbein is the co-trustee of Trust having voting and dispositive control of 1,544,299 shares in the Issuer held by Trust and therefore may be deemed to beneficially own the shares held by Trust. Loeffelbein is the managing member and owner of Enutroff having voting and dispositive control of 2,206,556 shares in the Issuer held by Enutroff and therefore may be deemed to beneficially own the shares held by Enutroff. |
| (c) | Citizenship: |
| Loeffelbein is a citizen of the United States. |
| Trust is a family trust established in the United States. |
| Enutroff is a Nevada limited liability company. |
| (d) | Title of Class of Securities: |
| Common Stock, $0.001 par value |
| (e) | CUSIP No.: |
| 40136G107 |
| CUSIP No. 40136G107 | Page 6 of 8 Pages |
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 Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership:
Reference is hereby made to Items 5-9 and 11 of pages 2, 3 and 4 of this Amended Schedule 13G, which Items are incorporated by reference herein.
The calculation of percentage of beneficial ownership in Item 11 of pages 2 and 3 was derived from the Issuer’s issued and outstanding shares of common stock on January 29, 2016 in which there were 77,278,696 shares issued and outstanding.
| CUSIP No. 40136G107 | Page 7 of 8 Pages |
Item 5. Ownership of 5 Percent or Less of a Class:
Loeffelbein
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 5 percent of the class of securities, check the following x
Trust
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 5 percent of the class of securities, check the following x
Enutroff
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 5 percent of the class of securities, check the following x
Item 6. Ownership of More than 5 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. Certifications:
By signing below I certify that, to the best of my 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.
| CUSIP No. 40136G107 | Page 8 of 8 Pages |
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: February 16, 2016
| By: | /s/ James D. Loeffelbein | ||
| James D. Loeffelbein | |||
| JT Estate Trust dated July 3, 2013 | |||
| By: | /s/ James D. Loeffelbein | ||
| James D. Loeffelbein, co-trustee | |||
| Enutroff, LLC | |||
| By: | /s/ James D. Loeffelbein | ||
| James D. Loeffelbein, Managing Member | |||