Form: 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

February 16, 2022

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Mobivity Holdings Corp.

(Name of Issuer)
 

Common Stock

(Title of Class of Securities)
 

60743E204   

(CUSIP Number)
 

December 31, 2021 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

 

☒ Rule 13d-1(c)

 

☐ Rule 13d-1(d)

 

*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 and Exchange Act of 1934 (the “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).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.

 

 

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CUSIP No. 60743E204

13G

 

 

  

1

NAME OF REPORTING PERSONS
 

Cornelis F. Wit TTEE

Cornelis F. Wit Revocable Living Trust
   
   

2

CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
   
 

(a)  ☐
 

(b)  ☒  
   

3

SEC USE ONLY
   
   

4

CITIZENSHIP OR PLACE OF ORGANIZATION
 

Netherlands
   
 

5

SOLE VOTING POWER
   

3,828,669 shares of Common Stock
     

NUMBER OF

6

SHARED VOTING POWER

SHARES

  

0 shares of Common Stock

BENEFICIALLY

    

OWNED BY

7

SOLE DISPOSITIVE POWER

EACH REPORTING

  

3,828,669 shares of Common Stock

PERSON WITH

    
 

8

SHARED DISPOSITIVE POWER
   

0 shares of Common Stock
     

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 

3,828,669 shares of Common Stock
   

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 

☐
   

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 

6.9%
   

12

TYPE OF REPORTING PERSON
 

OO

 

2
 

 

 

Item 1. Security and Issuer.

 

 

(a)

Name of Issuer: 
   

Mobivity Holdings Corp.

 

 

 

(b)

Address of Issuer:

   

3133 West Frye Road #215, Chandler, AZ 85226

 

 

 

Item 2. Identity and Background.

 

Item 2(a). 

Name of Person Filing:
 

Cornelis F. Wit
 

 
 

 

Item 2(b)  

Address of Principal Business Office or, if none, Residence:
 

2700 N. Military Trail, Suite 210, Boca Raton, FL 33431
 

 
 

 

Item 2(c).

Citizenship or Place of Organization:
 

Netherlands
 

 
 

 

Item 2(d).

Title of Class of Securities:
 

Common Stock
 

 
 

 

Item 2(e). 

CUSIP Number:

 

60743E204
 

 

 

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);
       
 

(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)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3
 

 

 

Item 4. Ownership.

 

a)

Amount beneficially owned: 3,828,669 shares of Common Stock

 

b)

Percent of class: 6.9% on the Date of Event which requires filing of this Statement.

 

c)

Number of shares as to which the Reporting Person has:
 

 
 

(i) Sole power to vote or to direct the vote: 3,828,669 shares of Common Stock
 

 
 

(ii) Shared power to vote or to direct the vote: 0 shares of Common Stock
 

 
 

(iii) Sole power to dispose or to direct the disposition of: 3,828,669 shares of Common Stock
 

 
 

(iv) Shared power to dispose or to direct the disposition of: 0 shares of Common Stock

 

Item 5.

Ownership of 5 Percent or Less of a Class.
 

 
 

Not applicable

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.
 

Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% of the total outstanding Common Stock.

 

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.

 

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.

 

 

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 accurate.

 

 

     
       

Date: February 15, 2022

By:

/s/ Cornelis F. Wit

  
   

Cornelis F. Wit, Trustee

  

 

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