UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )1
Code Rebel Corporation |
(Name of Issuer) |
Common Stock, $0.0001 par value |
(Title of Class of Securities) |
19200J106 |
(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) |
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
_______________
1 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. 19200J106
| 1 | NAME OF REPORTING PERSON Arben Kryeziu | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,800,000 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 1,800,000 | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,800,000 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.5% | ||
| 12 | TYPE OF REPORTING PERSON IN | ||
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CUSIP NO. 19200J106
| Item 1(a). | Name of issuer: |
Code Rebel Corporation (the “Issuer”).
| Item 1(b). | Address of issuer's principal executive offices: |
77 Ho’Okele Street
Suite 102
Kahului, Hawaii 96732
| Item 2(a). | Name of person filing |
| Item 2(b). | Address of principal business office or, if none, residence |
| Item 2(c). | Citizenship |
Arben Kryeziu
77 Ho’Okele Street
Suite 102
Kahului, Hawaii 96732
Citizenship: USA
| Item 2(d). | Title of class of securities: |
Common Stock, $0.0001 par value per share (the “Common Stock”).
| Item 2(e). | CUSIP No.: |
19200J106
| 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) | / / | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | / / | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | / / | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | / / | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | / / | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | / / | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | / / | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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CUSIP NO. 19200J106
| (h) | / / | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | / / | 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) | / / | A non-U.S. institution in accordance with §240.13d—1(b)(1)(ii)(J); |
| (k) | / / | 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: _____ |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
As of the date hereof, and December 31, 2015, Arben Kryeziu beneficially owned 1,800,000 shares of Common Stock.
| (b) | Percent of class: |
As of the date hereof, and December 31, 2015, Mr. Kryeziu owned 13.5% of the outstanding shares of Common Stock. This percentage is calculated based on 13,354,225 shares of Common Stock outstanding as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on November 16, 2015.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
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CUSIP NO. 19200J106
| Item 5. | Ownership of 5 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 5 percent of the class of securities, check the following/ /
| 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. |
Not Applicable.
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CUSIP NO. 19200J106
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 10, 2016
/s/ Arben Kryeziu | |
| ARBEN KRYEZIU |
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