SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 3, 2012
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)
COMMERCETEL
CORPORATION
(Name
of Issuer)
COMMON
STOCK
(Title
of Class of Securities)
-20085P100-
(CUSIP
Number)
12/31/2011
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule
is
filed:
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¨
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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¨
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Rule
13d-1(d)
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*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
disclosures provided in a prior cover page.
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. 20085P100
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1)
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of Above Persons (entities only)
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Robert
B. Prag
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2)
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Check
the Appropriate Box if a Member of a Group
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(a) ¨
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(See
Instructions)
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(b) ¨
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3)
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SEC
Use Only
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4)
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Citizenship
or Place of Organization
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USA
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Number
of Shares
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5) Sole
Voting Power 1,306,584
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Beneficially
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6) Shared
Voting Power 500,000
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Owned
by Each
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7) Sole
Dispositive Power 1,369,918
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Reporting
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8) Shared
Dispositive Power 500,000
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Person
With
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9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,869,918
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10)
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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¨
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11)
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Percent
of Class Represented by Amount in Item 9
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8.31%
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12)
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Type
of Reporting Person (See Instructions)
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IN
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ITEM
1.
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(A)
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NAME OF ISSUER:
CommerceTel Corp.
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(B)
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ADDRESS
OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICE
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8929
Aero Drive, Suite E; San Diego, CA 92123
ITEM
2.
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(A)
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NAME
OF PERSONS FILING
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Robert
B. Prag
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(B)
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ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR IF NONE,
RESIDENCE
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2455
El Amigo Road; Del Mar, CA 92014
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(C)
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CITIZENSHIP
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USA
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(D)
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TITLE
OF CLASS OF SECURITIES
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Common
Stock
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(E)
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CUSIP
NUMBER
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20085P100
ITEM
3.
If
this statement is filed pursuant to rule 240.13d-(b), or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G)
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(h)
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A savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
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(i)
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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).
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(j)
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Group, in accordance with section
240.13d-1(b)(1)(ii)(J).
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ITEM
4.
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OWNERSHIP.
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Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: Robert B. Prag is the record holder of the following securities of CommerceTel Corporation (“Issuer”): (i) 1,306,584 shares of common stock; and (ii) Warrants entitling him to purchase from the Issuer 63,334 shares of common stock for $2.00 per share.
Mr. Prag is the trustee of The Del Mar Consulting Group, Inc. Retirement Plan Trust (the “Trust”), which Trust is the record holder of the following securities of Issuer: (i) 500,000 shares of common stock. As Robert B. Prag is the Trustee and a beneficial owner of The Del Mar Consulting Group, Inc. Retirement Plan Trust, he would be deemed to be the beneficial owner of these 500,000 shares of common stock as well.
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(b)
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Percent
of class:
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8.31%
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(c)
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Number
of shares as to which the person
has:
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(i)
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Sole power to vote or to direct the vote: 1,306,584
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(ii)
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Shared power to vote or to direct the vote: 500,000
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(iii)
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Sole power to dispose or to direct the disposition
of: 1,369,918
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(iv)
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Shared power to dispose or to direct the disposition
of: 500,000
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ITEM
5.
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OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
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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 five percent
of the class of securities, check the following o.
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ITEM
6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable |
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ITEM
7.
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY
Not Applicable |
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ITEM
8.
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IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE
GROUP
Not Applicable |
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ITEM
9.
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NOTICE
OF DISSOLUTION OF GROUP
Not Applicable |
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ITEM
10.
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CERTIFICATION.
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By
signing below we certify that, to the best of our 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.
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 3, 2012
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By:
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/s/
Robert B. Prag
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Name:
Robert B.
Prag
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