UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
| Vaccinogen, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
918641101 |
| (CUSIP Number) |
John Nicolis c/o Vaccinogen, Inc. 5300 Westview Drive, Suite 406 Frederick, MD 21703 Telephone: (301) 668-8400 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| 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) |
| x | 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).
CUSIP No. 918641101
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). | |||||||||||
John Nicolis | ||||||||||||
| 2. | Check the Appropriate Box if a Member of a Group | |||||||||||
(a)¨ (b)¨ | ||||||||||||
| 3. | SEC Use Only | |||||||||||
| 4. | Citizenship or Place of Organization | |||||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power | 3,953,829 (1) | |||||||||
| 6. | Shared Voting Power | |||||||||||
| 7. | Sole Dispositive Power | 3,953,829 (1) | ||||||||||
| 8. | Shared Dispositive Power |
| ||||||||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,953,829 | |||||||||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | ¨ | ||||||||||
| 11. | Percent of Class Represented by Amount in Row (9) | 12.51% | ||||||||||
| 12. | Type of Reporting Person (See Instructions) | IN | ||||||||||
| (1) | Consists of (A) 2,500,000 shares of common stock held of record by John Nicolis; (B) 149,426 shares of common stock held of record by Challenger 604 Trust, of which Mr. Nicolis is the Trustee (C) 67,219 shares of common stock held of record by Al’N’All Trust of which Mr. Nicolis is the trustee; (D) presently exercisable warrants to purchase 1,194,748 and (E) 42,336 shares of common stock under restricted stock grants. |
| Item 1(a) | Name of Issuer: |
Vaccinogen, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
5300 Westview Drive, Suite 406, Frederick, MD 21703
| Item 2(a) | Name of Person Filing: |
John Nicolis
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
The address for the principal business office of John Nicolis is:
c/o Vaccinogen, Inc.
5300 Westview Drive, Suite 406
Frederick, MD 21703
| Item 2(c) | Citizenship: |
John Nicolis – Australia
| Item 2(d) | Title of Class of Securities: |
Common Stock, par value $0.0001 per share
| Item 2(e) | CUSIP No.: |
918641101
| Item 3 | If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
The statement is not filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c).
| Item 4 | Ownership: |
| (a) | Amount beneficially owned: 3,953,829 |
| (b) | Percent of class: 12.51% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote:3,953,829 shares (1) |
| (ii) | Shared power to vote or direct the vote;0 |
| (iii) | Sole power to dispose of or direct the disposition of: 3,953,829 shares (1) |
| (iv) | Shared power to dispose or direct the disposition of: |
| (1) | Consists of (A) 2,500,000 shares of common stock held of record by John Nicolis; (B) 149,426 shares of common stock held of record by Challenger 604 Trust, of which Mr. Nicolis is the Trustee (C) 67,219 shares of common stock held of record by Al’N’All Trust of which Mr. Nicolis is the trustee; (D) presently exercisable warrants to purchase 1,194,748 and (E) 42,336 shares of common stock under restricted stock grants |
| Item 5. | Ownership of Five Percent of Less of a Class: |
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 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: |
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.
| February 14, 2014 | |
| By:/s/ John Nicolis | |
John Nicolis |