UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
30DC, INC.
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(Name of Issuer)
COMMON STOCK, $0.001 PER SHARE
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(Title of Class of Securities)
NONE
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(CUSIP Number)
THEODORE A. GREENBERG
80 BROAD STREET
5TH FLOOR
NEW YORK, NY 10004
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 30, 2015
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
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).
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CUSIP No. None
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1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Theodore A. Greenberg
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
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3. SEC Use Only.
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4. Source of Funds (See Instructions) (See item 3) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization United States
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Number of 7. Sole Voting Power 3,680,770(a)
Shares
Beneficially ---------------------------------------------------------------
Owned by 8. Shared Voting Power 0
Each
Reporting ---------------------------------------------------------------
Person With 9. Sole Dispositive Power 3,680,770(a)
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10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,180,770 common shares; 1,500,000 unexercised stock options
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 5.69% (a)(b)
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14. Type of Reporting Person (See Instructions)
IN
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(a) 2,180,770 common shares; 3.37% and 1,500,000 unexercised stock options;
2.32% for a total of 5.69% based upon 64,659,783 shares issued and
outstanding as of date of filing if Mr. Greenberg's options were exercised.
(b) If all options and warrants outstanding were exercised in the next 60 days,
there would be 67,068,632 shares issued and outstanding thereby adjusting
Mr. Greenberg's percentage to 5.49%.
ITEM 1. SECURITY AND ISSUER
The security upon which this report is based is the common stock, par value
$0.001 per share, of 30DC Inc., a Maryland corporation (the "Issuer"), with
executive offices located at 80 Broad Street, 5th Floor, New York, NY 10004.
This statement amends the Schedule 13D/A Amendment No. 2 dated November 1, 2010
filed by Theodore A. Greenberg. The purpose of this Amendment is to reflect that
Mr. Greenberg's beneficial ownership is more than 5% as a result of the
transactions described in Item 4 below.
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME: This statement is filed by Theodore A. Greenberg.
(b) BUSINESS ADDRESS: 80 Broad Street, 5th Floor, New York, NY 10004
(c) EMPLOYMENT INFORMATION: Theodore A. Greenberg is the Chief Financial
Officer of 30DC, Inc. is a senior financial executive with more than 20 years
experience in private equity, consulting, industry and public accounting. Mr.
Greenberg is a director and former chairman of the audit committee of Biophan
Technologies, Inc. He was a General Partner and co-founder of Park Avenue Equity
Partners, LP, a $110 million private equity fund focused on the middle market.
In his five years with Park Avenue, Ted sourced, evaluated and negotiated deals
and worked extensively with portfolio companies post acquisition. Prior to
founding Park Avenue, he worked with Development Capital, LLC on direct equity
investments and served as consulting CFO to one of Development Capital's
portfolio companies. Previously, Ted directed the financial services practice at
Marcum & Klieg man, LLP, a New York Metropolitan area accounting and consulting
firm where he advised on merger and acquisition transactions, as well as
operations and taxation. From 1980 to 1993 Ted provided operations, finance and
taxation consulting services to a variety of real estate partnerships, financial
service companies and entrepreneurial ventures. He graduated with a BS in
Accounting, Cum Laude, from the State University of New York at Albany and
received an MBA in Finance & Business Policy from the University of Chicago. Ted
earned certification as a Certified Public Accountant in New York State.
(d) During the last five (5) years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five (5) years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he is subject to a judgment, decree or final
order enjoining final violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
(f) Theodore A. Greenberg is a citizen of United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable
ITEM 4. PURPOSE OF TRANSACTION
On July 30, 2015, the 30DC, Inc. (the "Company") board of directors approved two
agreements, one with Marillion Partnership and one with Netbloo Media, Ltd.,
each of which acquired certain Internet Marketing business assets from 30DC,
Inc. in exchange for a portion of the 30DC, Inc. common stock that each held.
As a result of the transactions, the Company's issued and outstanding shares
were reduced thereby increasing Mr. Greenberg's percentage of beneficial
ownership.
On December 22, 2015, Mr. Greenberg entered into an Employment Agreement with
30DC, Inc., a Maryland corporation. Mr. Greenberg received 500,000 shares of
common stock pursuant to the Employment Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate number and percentage of the class of securities beneficially
owned:
Theodore A. Greenberg beneficially owns 2,180,770 shares of Issuer's common
stock, representing approximately 3.37% of the issued and outstanding
common stock of the Issuer. Mr. Greenberg beneficially owns 1,500,000
unexercised stock options to purchase shares of Issuer's common stock,
representing approximately 2.32% of the issued and outstanding common stock
of the Issuer, for a combined total of 5.69% of the issued and outstanding
if Mr. Greenberg's options were exercised. If all options and warrants
outstanding were exercised in the next 60 days, there would be 67,068,632
shares issued and outstanding thereby adjusting Mr. Greenberg's percentage
to 5.49%.
(b) Number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to dispose or
to direct the disposition, or shared power to dispose or to direct the
disposition:
Sole Power to Vote or to Direct the Vote: 3,680,770
Shared Power to or to Direct the Vote: 0
Sole Power to Dispose or to Direct the Disposition of: 3,680,770
Shared Power to Dispose or to Direct the Disposition of: 0
(c) Transactions in the securities effected during the past sixty days:
See Item 4 above which is incorporated by reference herein.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such securities.
(e) The date on which the reporting person ceased to be the beneficiary
owner of more than five percent of the class of securities (See Item 4 above):
N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
See Item 4 above which is incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
10.1 - Employment Agreement
SIGNATURES
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.
Date: January 8, 2016 By: /s/ Theodore A. Greenberg
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Theodore A. Greenberg