SC 13G: 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 July 12, 2018
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), AND (d) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. ________)
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Mobivity Holdings Corp.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
|
|
|
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60743E204
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(CUSIP
Number)
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June 29,
2018
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(Date
of Event Which Requires Filing of This Statement)
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Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ]
Rule 13d-1(b)
[ x]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
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CUSIP
No. 60743E204
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1
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NAME OF
REPORTING PERSONS
S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Porter
Partners, L.P.
94-3152540
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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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
California
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NUMBER
OF SHARES
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5
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SOLE
VOTING POWER
3,531,612 shares of
Common Stock (see Items 4(a) and 4(c) below)
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BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
0
shares of Common Stock
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EACH
REPORTING
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7
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SOLE
DISPOSITIVE POWER
3,531,612 shares of
Common Stock (see Items 4(a) and 4(c) below)
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PERSON
WITH
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8
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SHARED
DISPOSITIVE POWER
0
shares of Common Stock
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|
9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,531,612 shares of
Common Stock (see Items 4(a) and 4(c) below)
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10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
(see Items 4(a) and 4(c) below)
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12
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TYPE OF
REPORTING PERSON*
PN
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CUSIP
No. 60743E204
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1
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NAME OF
REPORTING PERSONS
S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
EDJ
Limited
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|||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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|||
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3
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SEC USE
ONLY
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|||
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Bahamas
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|||
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NUMBER
OF SHARES
|
5
|
SOLE
VOTING POWER
3,531,612 shares of
Common Stock (see Items 4(a) and 4(c) below)
|
||
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
0
shares of Common Stock
|
||
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
3,531,612 shares of
Common Stock (see Items 4(a) and 4(c) below)
|
||
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
0
shares of Common Stock
|
||
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,531,612 shares of
Common Stock (see Items 4(a) and 4(c) below)
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
(see Items 4(a) and 4(c) below)
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12
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TYPE OF
REPORTING PERSON*
FI
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CUSIP
No. 60743E204
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1
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NAME OF
REPORTING PERSONS
S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Porter
Family Living Trust dtd 9/5/2006
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|||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
|
|||
|
3
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SEC USE
ONLY
|
|||
|
4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Bahamas
|
|||
|
NUMBER
OF SHARES
|
5
|
SOLE
VOTING POWER
3,531,612 shares of
Common Stock (see Items 4(a) and 4(c) below)
|
||
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
0
shares of Common Stock
|
||
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
3,531,612 shares of
Common Stock (see Items 4(a) and 4(c) below)
|
||
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
0
shares of Common Stock
|
||
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,531,612 shares of
Common Stock (see Items 4(a) and 4(c) below)
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
(see Items 4(a) and 4(c) below)
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|||
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12
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TYPE OF
REPORTING PERSON*
OO
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Item 1
(a). Name of Issuer:
Mobivity
Holding Corp. (the "Issuer").
Item 1
(b). Address of Issuer's Principal Executive Offices:
Chandler,
AZ 85225
Items
2(a), (b) and (c). Name of Persons Filing, Address and Principal
Business Office and Citizenship:
This
Schedule 13G is being filed on behalf of Porter Partners, L.P. (a
California limited partnership), EDJ Limited (a Bahamas
International business corporation), and Porter Family Living Trust
dtd 9/5/2006 (a trust of which Jeffrey H. Porter, a resident of
California, USA, is a trustee), as joint filers (collectively, the
"Reporting Persons"). The Reporting Persons have entered into a
Joint Filing Agreement, a copy of which is filed with this Schedule
13G as Exhibit 1, pursuant to which the Reporting Persons have
agreed to file this Schedule 13G jointly in accordance with the
provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934,
as amended. The principal business office of the Reporting Persons
is located at 300 Drakes Landing Road, Greenbrae, CA
94904.
Item
2(d). Title of Class of Securities:
Common
Stock of the Issuer (the "Common Stock").
Item
3.
Not
applicable.
Item 4.
Ownership.
(a)
Amount
beneficially owned:
Collectively
(see also Item 4(c) below)) the Reporting Persons
own (or
are deemed to own) 3,531,612 shares of Common Stock. Of this
total, Porter Partners,
L.P. owns (or is deemed to own) 2,927,352 shares, EDJ
Limited owns (or is deemed
to own) 325,760 shares, and Porter Family Living Trust dtd 9/5/2006
(or is deemed to own) 278,500.
(b)
Percent
of class:
Approximately
8.0% (collectively (see also Item 4(c) below) for all
Reporting Persons),
based on 44,105,156 shares of Common Stock of the Issuer
issued
and outstanding as of June 29, 2018.
(c)
Number
of shares as to which the Reporting Persons have:
(i)
Sole power to
vote or to direct the vote:
3,531,612
shares of Common Stock (see the remainder of this
Item
4(c) below).
(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:
3,531,612
shares of Common Stock (see the remainder of this
Item
4(c) below).
(iv)
Shared power
to dispose or to direct the disposition of:
0
shares of Common Stock.
This
Schedule 13G is filed on behalf of Porter Partners, L.P., EDJ
Limited, and Porter Family Living Trust dtd 9/5/2006 (each a
"Reporting Person" and collectively the "Reporting Persons").
Porter Capital Management Co, a general partnership, is the general
partner of Porter Partners, L.P. and the investment manager of EDJ
Limited. Jeffrey H. Porter is the managing partner of Porter
Capital Management Co. and is a trustee of the Porter Family Living
Trust dtd 9/5/2006. See also Item 4(a) above, which specifies the
number of shares of Common Stock owned by each of the Reporting
Persons.
Item 5.
Ownership of Five Percent or Less of a Class.
Not
applicable.
Item 6.
Ownership of More than Five Percent on Behalf of
Another
Person.
Not
applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding
Company.
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. Certification.
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. 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
July
12, 2018
Date
Porter
Partners, L.P., by Porter Capital Management Co., its general
partner
By: /s/
Jeffrey H. Porter
Title:
Managing partner
EDJ
Limited, by Porter Capital Management Co., its investment
manager
By: /s/
Jeffrey H. Porter
Title:
Managing partner