SC 13G/A 1 v334828_sc13ga.htm AMENDMENT TO SCHEDULE 13G

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C 20549

 

Schedule 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

              INTERMETRO COMMUNICATIONS, INC.              

(Name of Issuer)

 

                   COMMON STOCK                

(Title of Class of Securities)

 

45882L 10 1

(CUSIP Number)

 

                     December 31, 2012                             

(Date of Event which Requires Filing This Statement)

 

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)

 

*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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Schedule 13G

 

CUSIP No. 45882L 10 1

 

1. NAME OF REPORTING PERSON
   
  David M. Marshall
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
  (a) ¨
  (b) x
   
3. SEC USE ONLY
   
4. CITIZENSHIP OR PLACE OF ORGANIZATION
   
  U.S.A.

 

NUMBER OF   5. SOLE VOTING POWER:       8,611,513
SHARES      
BENEFICIALLY   6. SHARED VOTING POWER:   0
OWNED BY      
EACH REPORTING   7. SOLE DISPOSITIVE POWER:         8,966,994
PERSON WITH      
    8. SHARED DISPOSITIVE POWER:   0

 

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  8,966,994 shares
   
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  —
   
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  11.1%
   
12. TYPE OF REPORTING PERSON
   
  IN

 

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Item 1(a) Name of Issuer: InterMetro Communications, Inc.
   
Item 1(b) Address of Issuer's Principal Executive Offices:
  2685 Park Center Drive, Bldg. A
  Simi Valley, CA 93065
   
Item 2(a) Name of Person Filing: David M. Marshall
   
Item 2(b) Address: 11845 Olympic Blvd., Ste. 1125W, Los Angeles, CA 90064
   
Item 2(c) Citizenship: U.S.A.
   
Item 2(d) Title of Class of Securities: Common Stock
   
Item 2(e) CUSIP Number: 45882L 10 1
   
Item 3 Statement filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c): Not applicable.
   
Item 4 Ownership:
 

On December 31, 2012, the reporting person beneficially owned 8,996,588 shares of the Issuer's Common Stock, including 846,981 shares underlying warrants and convertible preferred stock that are exercisable within 60 days, representing 11.1% of the outstanding shares of Common Stock as of November 5, 2012, as reported in the Issuer's Form 10-Q filed with the SEC on November 14, 2012. The reporting person has the sole power to vote 8,611,513 of such shares and the sole power to dispose of all of the shares.

 

On October 12, 2012, the reporting person entered into a Voting Agreement with the issuer and Charles Rice. Pursuant to the Agreement, the reporting person is required to vote 355,481 shares of the issuer's common stock (which shares are issuable upon the exercise of certain warrants that expire on October 11, 2019) as directed by Mr. Rice on all matters submitted for a vote of the shareholders, including the election of directors. The reporting person has delivered a proxy to Mr. Rice authorizing him to vote such shares in accordance with the Agreement. The Agreement remains in effect so long as such shares are held by the reporting person or any affiliate of the reporting person.

   
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 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 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.

 

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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.

 

Dated: February 13, 2013  
   
/s/ David M. Marshall  
David M. Marshall  

 

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