Form 4 Abbe Richard

4 - Statement of changes in beneficial ownership of securities

Published: 2011-12-22 18:55:07
Submitted: 2011-12-22
Period Ending In: 2011-12-21
c26279_4x0.html MAIN DOCUMENT DESCRIPTION


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SEC FORM 4

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Iroquois Capital Management, LLC

(Last) (First) (Middle)
641 LEXINGTON AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vringo Inc [ VRNG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/21/2011 S 9,000 D $1.1601(4) 884,803(1)(2)(3) I See Footnote(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Iroquois Capital Management, LLC

(Last) (First) (Middle)
641 LEXINGTON AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Silverman Joshua

(Last) (First) (Middle)
641 LEXINGTON AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Abbe Richard

(Last) (First) (Middle)
641 LEXINGTON AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. 634,048 Shares (as defined below) are held by Iroquois Master Fund Ltd., a Cayman Islands corporation ("Iroquois Master Fund"). 241,173 Shares are held by Iroquois Capital Management L.L.C., a Delaware limited liability company ("Iroquois Capital"). 4,791 Shares are held by Richard Abbe, a citizen of the United States of America ("Mr. Abbe"), as UGMA custodian for Mr. Abbe's three children. 4,791 Shares are held by American Capital Management LLC, as to which Mr. Abbe and Joshua Silverman, a citizen of the United States of America ("Mr. Silverman"), may be deemed to have a pecuniary interest. "Shares" are shares of the Issuer's common stock, par value $0.01 per share.
2. Iroquois Capital is the investment manager of Iroquois Master Fund. Consequently, Iroquois Capital has voting control and investment discretion over securities held by Iroquois Master Fund. As managing members of Iroquois Capital, Mr. Silverman and Mr. Abbe make voting and investment decisions on behalf of Iroquois Capital in its capacity as investment manager to Iroquois Master Fund. As a result of the foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by Iroquois Master Fund.
3. Each of Iroquois Capital, Mr. Abbe and Mr. Silverman disclaim beneficial ownership of these Shares except to the extent of their pecuniary interest in these Shares.
4. Reflects a weighted average sale price of $1.1601 per share, at prices ranging from $1.13 to $1.17 per share. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.
Iroquois Capital Management L.L.C., By: /s/ Joshua Silverman, Authorized Signatory 12/22/2011
/s/ Joshua Silverman 12/22/2011
/s/ Richard Abbe 12/22/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
1
c26279_4x0.xml MAIN DOCUMENT DESCRIPTION
Schema Version:
X0304
Document Type:
4
Period Of Report:
2011-12-21

Issuer

Issuer Cik
0001410428
Issuer Name
Vringo Inc
Issuer Trading Symbol
VRNG

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001481867
Rpt Owner Name
Iroquois Capital Management, LLC

Reporting Owner Address

Rpt Owner Street1
641 LEXINGTON AVENUE
Rpt Owner Street2
26TH FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10022

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001524858
Rpt Owner Name
Silverman Joshua

Reporting Owner Address

Rpt Owner Street1
641 LEXINGTON AVENUE
Rpt Owner Street2
26TH FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10022

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001524877
Rpt Owner Name
Abbe Richard

Reporting Owner Address

Rpt Owner Street1
641 LEXINGTON AVENUE
Rpt Owner Street2
26TH FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10022

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2011-12-21

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
9000

Transaction Price Per Share

Value
1.1601
@attributes Id
F4
Transaction Acquired Disposed Code
D

Shares Owned Following Transaction

Value
884803

Footnote Id

@attributes Id
F1
@attributes Id
F2
@attributes Id
F3

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote

Footnote Id

@attributes Id
F1
@attributes Id
F2
@attributes Id
F3

Footnote

0
634,048 Shares (as defined below) are held by Iroquois Master Fund Ltd., a Cayman Islands corporation ("Iroquois Master Fund"). 241,173 Shares are held by Iroquois Capital Management L.L.C., a Delaware limited liability company ("Iroquois Capital"). 4,791 Shares are held by Richard Abbe, a citizen of the United States of America ("Mr. Abbe"), as UGMA custodian for Mr. Abbe's three children. 4,791 Shares are held by American Capital Management LLC, as to which Mr. Abbe and Joshua Silverman, a citizen of the United States of America ("Mr. Silverman"), may be deemed to have a pecuniary interest. "Shares" are shares of the Issuer's common stock, par value $0.01 per share.
1
Iroquois Capital is the investment manager of Iroquois Master Fund. Consequently, Iroquois Capital has voting control and investment discretion over securities held by Iroquois Master Fund. As managing members of Iroquois Capital, Mr. Silverman and Mr. Abbe make voting and investment decisions on behalf of Iroquois Capital in its capacity as investment manager to Iroquois Master Fund. As a result of the foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by Iroquois Master Fund.
2
Each of Iroquois Capital, Mr. Abbe and Mr. Silverman disclaim beneficial ownership of these Shares except to the extent of their pecuniary interest in these Shares.
3
Reflects a weighted average sale price of $1.1601 per share, at prices ranging from $1.13 to $1.17 per share. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

Owner Signature

Signature Name
Iroquois Capital Management L.L.C., By: /s/ Joshua Silverman, Authorized Signatory
Signature Date
2011-12-22
Signature Name
/s/ Joshua Silverman
Signature Date
2011-12-22
Signature Name
/s/ Richard Abbe
Signature Date
2011-12-22
Additional Files
FileSequenceDescriptionTypeSize
0001209191-11-062908.txt   Complete submission text file   9529
$VRNG

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