UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

SCHEDULE 13G


Under the Securities Exchange Act of 1934


 
Cleveland BioLabs, Inc.
  
 
(Name of Issuer)
  
     
 
Common Stock
  
 
(Title of Class of Securities)
  
     
 
185860-10-3
  
 
(CUSIP Number)
  
     
 
December 31, 2008
  
 
(Date of Event Which Requires Filing of this Statement)
  

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

o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
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.
  185860-10-3
 

1
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Michael Fonstein
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)   o
 
(b)   o
 
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
 
1,485,950
6
SHARED VOTING POWER
 
7
 
SOLE DISPOSITIVE POWER
 
1,485,950
8
SHARED DISPOSITIVE POWER
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,485,950
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.7%
12
 
TYPE OF REPORTING PERSON
 
IN
 
 
2
 

Item 1(a).
Name of Issuer:

Cleveland BioLabs, Inc.
 
Item 1(b).
Address of Issuer's Principal Executive Offices:

73 High Street
Buffalo, NY 14203
 
Item 2(a).
Name of Person Filing:

Michael Fonstein
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:

73 High Street
Buffalo, NY 14203
 
Item 2(c).
Citizenship:

United States of America
 
Item 2(d).
Title of Class of Securities:

Common Stock, $0.005 par value per share
 
Item 2(e).
CUSIP Number:

185860-10-3
 
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4.
  Ownership
 
(a)
Amount beneficially owned:  

1,485,950 shares 
 
(b)
  Percent of class:  

10.7%
 
 
3
 

(c)
Number of shares as to which such person has:

(i)
sole power to vote or to direct the vote:  

1,485,950 shares

(ii)
shared power to vote or to direct the vote:  

0 shares

(iii)
sole power to dispose or to direct the disposition of:  

1,485,950 shares

(iv)
shared power to dispose or to direct the disposition of:  

0 shares
 
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
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
 
Not applicable
 
 
4
 

 
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: February 13, 2008
MICHAEL FONSTEIN
     
   
  /s/ Michael Fonstein
 
Name: Michael Fonstein
 
 
5