| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PREVENTION INSURANCE COM INC [ PVNC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share (the "Common Stock") | 246,428,571(1) | I | By Limited Partnership(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | $0.005 | 03/08/2010 | J(3) | 10,000,000 | 04/30/2008 | 04/08/2011 | Common Stock | 10,000,000 | (3) | 135,000,000 | I | By Limited Partnership(2) | |||
| Warrants | $0.005 | 06/04/2010 | J(4) | 20,000,000 | 06/04/2010 | 06/04/2013 | Common Stock | 20,000,000 | $20,000 | 155,000,000 | I | By Limited Partnership(2) | |||
| Warrants | $0.005 | 11/04/2010 | J(5) | 20,000,000 | 11/04/2010 | 11/04/2013 | Common Stock | 20,000,000 | $20,000 | 175,000,000 | I | By Limited Partnership(2) | |||
| Explanation of Responses: |
| 1. Represents the shares of common stock, par value $.01 (the "Common Stock") of the Issuer beneficially owned by the Reporting Person as of the date of this filing and includes an aggregate of 71,428,571 shares of common stock, par value $0.01 (the "Common Stock") of the Issuer and warrants to purchase up to an aggregate of 175,000,000 shares of Common Stock of the Issuer owned of record by Paragon Capital LP ("Paragon"). |
| 2. The securities of the Issuer that are the subject of this report are owned of record by Paragon. The Reporting Person is the Managing Member of Paragon Capital Advisors LLC which is the General Partner of Paragon and therefore may be deemed to beneficially own the securities owned of record by Paragon. |
| 3. Pursuant to an agreement, dated March 8, 2010 by and between the Issuer and a third party, Paragon transferred ownership of a Warrant to purchase 10,000,000 shares of the Common Stock of the Company, to a third party. |
| 4. Pursuant to a Securities Purchase Agreement, dated June 4, 2010, in exchange for an advance to the Company for an aggregate amount equal to $20,000, the Company issued to Paragon a warrant to purchase up to an aggregate of 20,000,000 shares of Common Stock at an exercise price of $0.005 per share. The warrant is exercisable from the date of issuance until three years from the date of the closing of the transaction. |
| 5. On November 4, 2010, Paragon purchased a warrant to purchase up to 20,000,000 shares of Common Stock of the Issuer for an aggregate purchase price equal to $20,000. The warrant is exercisable for a period of three years from the date of the issuance at an exercise price equal to $0.005 per share. The Reporting Person is the Managing Member of Paragon Capital Advisors LLC which is the General Partner of Paragon and therefore may be deemed to beneficially own the securities owned of record by Paragon. |
| Remarks: |
| /s/ Alan P. Donenfeld | 11/08/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||