SC 13G 1 esph_sc13g.htm SC 13G Schedule 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

 (Amendment No.  )*


Ecosphere Technologies, Inc.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


27922X105

(CUSIP Number)



November 28, 2014

(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)

 

 

þ

 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 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).

 



CUSIP No. 27922X105                                             13G                                             Page 2 of 4 Pages




1

 

 

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


David S. Nagelberg

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

 

(b) ¨

 

 

3

 

 

SEC USE ONLY


 

4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION


United States of America

 

 

                              

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

 

5

SOLE VOTING POWER


11,675,000 (1)

 

 

6

SHARED VOTING POWER



 

 

7

SOLE DISPOSITIVE POWER


11,675,000 (1)

 

 

8

SHARED DISPOSITIVE POWER



 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


11,675,000 (1)

 

10

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

 

¨

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


6.6% (2)

 

12

 

 

TYPE OF REPORTING PERSON


IN – Individual

 


(1)  

Represents (i) 5,558,333 shares of common stock underlying convertible notes and (ii) 6,116,666 warrants to purchase shares of common stock. These securities are held by trusts and/or entities of which the reporting person has voting control.

(2)  

Based on 164,147,155 shares outstanding as of November 7, 2014.



CUSIP No. 27922X105                                             13G                                             Page 3 of 4 Pages



ITEM 1.


(a)

Name of Issuer: Ecosphere Technologies, Inc.

(b)

Address of Issuer’s Principal Executive Offices: 3515 S.E. Lionel Terrace, Stuart, FL 34997


ITEM 2.


(a)

Name of Person Filing: David S. Nagelberg

(b)

Address of Principal Business Office or, if none, Residence: 939 Coast Blvd., Unit 21 DE, La Jolla, CA 92037.

(c)

Citizenship: United States of America

(d)

Title of Class of Securities: Common Stock

(e)

CUSIP Number: 27922X105


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:


Not Applicable.


ITEM 4.

OWNERSHIP.


See Item 5 through 9 and 11 of cover page.


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, other than activities solely in connection with a nomination under §240.14a-11. 




CUSIP No. 27922X105                                             13G                                             Page 4 of 4 Pages



SIGNATURE


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.



December 8, 2014

By:

/s/ David S. Nagelberg

 

 

David S. Nagelberg