| 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) 12/31/2009 | ||||||||||||||||||||||||||
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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 | 12/31/2007 | P | 0 | A | $0 | 71,955,638(7) | I | By Limited Partnership | ||
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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(1) | $0.01 | 04/30/2008 | J(1) | 0(1) | 04/30/2008 | 04/30/2011 | Warrants | 10,000,000 | $10,000 | 10,000,000 | I | n/a(7) | |||
| Warrants(2) | $0.01 | 08/29/2008 | J(2) | 0(2) | 08/29/2008 | 08/29/2011 | Warrants | 20,000,000 | $20,000 | 30,000,000 | I | n/a(7) | |||
| Warrants(3) | $0.005 | 10/08/2008 | J(3) | 0(3) | 10/08/2008 | 10/08/2011 | Warrants | 10,000,000 | $10,000 | 40,000,000 | I | n/a(7) | |||
| Warrants(4) | $0.005 | 01/28/2009 | J(4) | 0(4) | 01/28/2009 | 01/28/2012 | Warrants | 15,000,000 | $15,000 | 55,000,000 | I | n/a(7) | |||
| Warrants(5) | $0.005 | 05/29/2009 | J(5) | 0(5) | 05/29/2009 | 05/29/2012 | Warrants | 15,000,000 | $15,000 | 70,000,000 | I | n/a(7) | |||
| Warrants(6) | $0.005 | 12/31/2009 | J(6) | 0(6) | 12/31/2009 | 12/31/2012 | Warrants | 75,000,000 | $75,000 | 145,000,000 | I | n/a(7) | |||
| Explanation of Responses: |
| 1. Purchase of warrants exercisable for 10,000,000 shares of common stock |
| 2. Purchase of warrants exercisable for 20,000,000 shares of common stock |
| 3. Purchase of warrants exercisable for 10,000,000 shares of common stock |
| 4. Purchase of warrants exercisable for 15,000,000 shares of common stock |
| 5. Purchase of warrants exercisable for 15,000,000 shares of common stock |
| 6. Purchase of warrants exercisable for 75,000,000 shares of common stock |
| 7. Ownership is through Paragon Capital LP. Mr. Donenfeld is the Managing Member of Paragon Capital Advisors LLC which is the General Partner of Paragon Capital LP. If the reporting person exercises all the warrants reported herein, the number of shares to be issued will exceed the issuer's number of authorized and unissued shares of common stock. Reporting person has agreed to not exercise any warrants to the extent that issuance of shares resulting therefrom would require issuance of shares not currently authorized. Based on the issuer's Form 10-K for the quarter ended October 31, 2009, there are 527,067 shares of common stock authorized but not outstanding. Therefore reporting person disclaims beneficial ownership with respect to all the shares underlying warrants reported herein except with respect to 527,067 shares. |
| /s/ Alan P. Donenfeld | 01/06/2010 | |
| ** 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. | ||