UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)
SONA
MOBILE HOLDINGS CORP.
(Name
of
Issuer)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
83540T109
(CUSIP
Number)
Hodgson
Russ LLP
1540
Broadway 24th
Floor
New
York, New York 10036
(212)751-4300
Attention:
S. Asher Gaffney
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
November
19, 2008
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box o.
*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
(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).
| |
|
|
|
CUSIP
No. 83540T109
|
Schedule
13D
|
Page
2
of
5
Pages
|
|
1.
|
NAMES
OF REPORTING PERSONS:
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Shawn
Kreloff
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a)
o
(b)
o
|
|
3.
|
SEC
USE ONLY:
|
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
OO
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e) o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
United
States
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE
VOTING POWER:
10,195,937
|
|
8.
|
SHARED
VOTING POWER:
0
|
|
9.
|
SOLE
DISPOSITIVE POWER:
10,195,937
|
|
10
|
SHARED
DISPOSITIVE POWER:
0
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10,195,937
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
16.7%
|
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
This
Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the
Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on
March 15, 2006 (the “Schedule 13D”), Amendment No. 1 to Schedule 13D filed with
the SEC on October 20, 2008 (“Amendment No. 1”) and Amendment No. 2 to Schedule
13D filed with the SEC on November 14, 2008 (“Amendment No.2”; together with
Amendment No. 1, the “Prior Amendments”) by Shawn Kreloff (the “Reporting
Person”).
Capitalized
terms used in this Amendment No. 3 without definition have the meanings ascribed
to them in the Schedule 13D, as amended by the Prior Amendments.
Item
4. Purpose of Transaction.
The
Reporting Person has determined not to purchase any additional securities of
the
Issuer and does not intend to effect any change in control of the Issuer. The
Reporting Person intends, as soon as practicable and subject to market
conditions, to sell such number of shares of Common Stock so that his holdings
of shares of voting common stock of the Issuer constitute less than ten percent
of the Issuer’s outstanding Common Stock. Such sales will be effected through
open market transactions, private sales or otherwise. Subject to the foregoing,
the Reporting Person’s actions with respect to his investment in the Issuer will
depend on such factors as the Reporting Person deems relevant at the time,
including among other things, the Reporting Person’s evaluation of the Issuer's
business, prospects and financial condition, the market for the Issuer's
securities, other opportunities available to the Reporting Person, general
economic conditions, including stock market conditions and other future
developments. The Reporting Person reserves the right to change his purpose
in
respect of securities of the Issuer held by him and to take such actions as
he
deems appropriate in light of the circumstances existing at the
time.
The
Reporting Person has commenced an arbitration proceeding against the Issuer
seeking monetary damages in excess of $700,000 and other relief, arising out
of,
among other things, the Issuer’s termination of his employment and failure to
repay loans the Reporting Person made to the Issuer.
Except
as
indicated above, the Reporting Person does not have any present plans or
proposals that relate to or would result in any of the actions described in
Subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
The
Reporting Person is deemed to beneficially own 10,195,937 shares of Common
Stock
("Shares"), including 3,458,333 shares which may be acquired by the Reporting
Person upon exercise of options and warrants exercisable within 60 days of
the
date hereof. (Included in such sum are options to acquire 2,583,334 shares
of
Common Stock that the Issuer claims were cancelled in connection with the
termination of the Reporting Person’s employment with the Issuer). The Reporting
Person has the sole power to vote or to direct the vote, and dispose or direct
the disposition, of the Shares. This represents approximately 16.7% of the
Issuer's outstanding shares of Common Stock based on 57,662,452
shares
outstanding as of November 10, 2008, as set forth in the Company’s Quarterly
Report on Form 10-Q for the period ended September 30, 2008.
The
foregoing calculation excludes an aggregate of 1,166,667 shares of Common Stock
subject to options (“Non-Vested Options”); such shares are excluded because the
related options are not exercisable until more than 60 days from the date
hereof. The Issuer claims that these Non-Vested Options were cancelled in
connection with the termination of the Reporting Person’s
employment.
Other
than as previously reported in Amendment No. 2, the Reporting Person has not
effected any transaction in shares of Common Stock during the 60 days preceding
the date hereof.
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.
| |
|
|
|
DATE:
November 21, 2008
|
|
|
|
|
| |
|
/s/
Shawn Kreloff |
| |
Shawn
Kreloff
|
| |
|