UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No 1)
NaturalNano, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
63901A105
(CUSIP Number)
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:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
CUSIP No. 63901A105
Platinum Long Term Growth IV, LLC
(a) o
(b) x
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With |
41,990,892 shares of common stock.
9.99%
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CUSIP No. 63901A105
(1) Names of Reporting Persons.
Platinum Management (NY) LLC
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) x
(3) SEC Use Only.
(4) Citizenship or Place of Organization.
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With | (5) Sole Voting Power: 0 (6) Shared Voting Power: 41,990,892 (7) Sole Dispositive Power: 0 (8) Shared Dispositive Power: 41,990,892 |
(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
41,990,892 shares of common stock.
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. x See Item 4 below.
(11) Percent of Class Represented by Amount in Row 9.
9.99%
(12) Type of Reporting Person (See Instructions).
OO
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CUSIP No. 63901A105
(1) Names of Reporting Persons.
Mark Nordlicht
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) x
(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: 41,990,892 (7) Sole Dispositive Power: 0 (8) Shared Dispositive Power: 41,990,892 |
(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
41,990,892 shares of common stock.
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. x See Item 4 below.
(11) Percent of Class Represented by Amount in Row 9.
9.99%
(12) Type of Reporting Person (See Instructions).
IN
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Item 1.
(b) Address of Issuer's Principal Executive Offices.
15 Schoen Place
Pittsford, New York 14534
Item 2.
Platinum Long Term Growth IV, LLC
Platinum Management (NY) LLC
Mark Nordlicht
(b) Address or Principal Business Office or, if none, Residence.
152 West 57th Street, 4th Floor
New York, NY 10019
(c) Citizenship or Place of Organization.
Platinum Long Term Growth IV, LLC - State of Delaware
Platinum Management (NY) LLC - State of Delaware
Mark Nordlicht – United States
(d) Title of Class of Securities.
Common Stock, par value $0.001 per share
(e) CUSIP No.
63901A105
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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| (e) | o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
For each of Platinum Long Term Growth IV, LLC, Platinum Management (NY) LLC and Mark Nordlicht:
| (a) | Amount Beneficially Owned: 41,990,892 shares of Common Stock |
| (b) | Percent of class: 9.99% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 41,990,892 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 41,990,892 |
As of December 31, 2013, Platinum Long Term Growth IV, LLC (“Platinum IV”) beneficially owns 41,990,892 shares of Common Stock, which includes, subject to the limitations described herein, shares of Common Stock issuable upon conversion of shares of Series C Preferred Stock and convertible notes (the “Notes”). The shares of Common Stock beneficially owned by Platinum IV represent 9.99% of the outstanding shares of Common Stock. The 9.99% ownership calculation was based on 420,329,246 shares of Common Stock reported as being outstanding as of November 15, 2013 in the Issuer’s Form 10-Q for the quarter ended September 30, 2013 filed with the Securities and Exchange Commission on November 19, 2013.
The number of shares of Common Stock beneficially owned by Platinum IV excludes, to the extent that the conversion of the Series C Preferred Stock and the Notes would be prohibited by the 9.99% Blocker (as defined below), approximately 1,164 million shares of Common Stock underlying approximately $2.75 million outstanding principal and interest under the Notes and approximately 457 million shares of Common Stock underlying approximately 2.86 million shares of Series C Preferred Stock.
Each of the Series C Preferred Stock and the Notes provides a limitation on the conversion of such Series C Preferred Stock and Notes such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such Series C Preferred Stock or such Notes shall be limited to the extent necessary to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock except upon at least 61 days’ advance written notice to the Issuer that the holder elects to waive such restriction( the “9.99% Blocker”). Based on the foregoing limitations, Platinum IV beneficially owns 9.99% of the Issuer’s outstanding Common Stock.
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The shares of Common Stock reported in this Schedule 13G are held by Platinum IV. Platinum Management (NY) LLC is the investment manager of Platinum IV. Mr. Nordlicht is the Chief Investment Officer of Platinum Management (NY) LLC and has voting and investment control of the shares of Common Stock held by Platinum IV. Each of Platinum Management (NY) LLC and Mr. Nordlicht expressly disclaims beneficial ownership of the shares of Common Stock held by Platinum IV
Item 5. Ownership of Five 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 o.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A
If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. See attached Joint Filing Agreement
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Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. N/A
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.
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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 18, 2014
Platinum Long Term Growth IV, LLC
By: /s/ OLIVER JIMENEZ
Oliver Jimenez
Chief Compliance Officer
Platinum Management (NY) LLC
By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer
/s/ MARK NORDLICHT
Mark Nordlicht
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a statement on Schedule 13G and all amendments thereto with respect to the Common Stock of NaturalNano, Inc. beneficially owned by each of them, and to the inclusion of this Joint Filing Agreement as an exhibit thereto.
Dated: February 18, 2014
Platinum Long Term Growth IV, LLC
By: /s/ OLIVER JIMENEZ
Oliver Jimenez
Chief Compliance Officer
Platinum Management (NY) LLC
By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer
/s/ MARK NORDLICHT
Mark Nordlicht
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