SEC FORM 4

SEC Form 4

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^*

DONENFELD ALAN P

(Last)

(First)

(Middle)

C/O PARAGON CAPITAL LP

110 EAST 59TH STREET, 22TH FL

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PREVENTION INSURANCE COM INC [ PVNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock par value $0.0001 per share(the "Common Stock")	09/19/2011		X		1,395,000	A	$0.5⁽¹⁾	2,109,286⁽³⁾	I	By Limited Partnership⁽²⁾
Common Stock	09/19/2011		X		1,395,000	A	$0.5⁽¹⁾	2,109,286	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$0.5⁽¹⁾	09/19/2011		X			100,000	10/08/2008	10/08/2011	Common Stock	100,000	⁽⁴⁾	1,650,000⁽³⁾	I	By Limited Partnership⁽²⁾
Warrants	$0.5⁽¹⁾	09/19/2011		X			150,000	01/28/2009	01/28/2012	Common Stock	150,000	⁽⁴⁾	1,500,000⁽³⁾	I	By Limited Partnership⁽²⁾
Warrants	$0.5⁽¹⁾	09/19/2011		X			150,000	05/29/2009	05/29/2012	Common Stock	150,000	⁽⁴⁾	1,350,000⁽³⁾	I	By Limited Partnership⁽²⁾
Warrants	$0.5⁽¹⁾	09/19/2011		X			750,000	12/31/2009	12/31/2012	Common Stock	750,000	⁽⁴⁾	600,000⁽³⁾	I	By Limited Partnership⁽²⁾
Warrants	$0.5⁽¹⁾	09/19/2011		X			200,000	06/04/2010	06/04/2013	Common Stock	200,000	⁽⁴⁾	400,000⁽³⁾	I	By Limited Partnership⁽²⁾
Warrants	$0.5⁽¹⁾	09/19/2011		X			200,000	11/04/2010	11/04/2013	Common Stock	200,000	⁽⁴⁾	200,000⁽³⁾	I	By Limited Partnership⁽²⁾
Warrants	$0.5⁽¹⁾	09/19/2011		X			100,000	10/08/2008	10/08/2011	Common Stock	100,000	⁽⁴⁾	1,650,000	D
Warrants	$0.5⁽¹⁾	09/19/2011		X			150,000	01/28/2009	01/28/2012	Common Stock	150,000	⁽⁴⁾	1,500,000	D
Warrants	$0.5⁽¹⁾	09/19/2011		X			150,000	05/29/2009	05/29/2012	Common Stock	150,000	⁽⁴⁾	1,350,000	D
Warrants	$0.5⁽¹⁾	09/19/2011		X			750,000	12/31/2009	12/31/2012	Common Stock	750,000	⁽⁴⁾	600,000	D
Warrants	$0.5⁽¹⁾	09/19/2011		X			200,000	06/04/2010	06/04/2013	Common Stock	200,000	⁽⁴⁾	400,000	D
Warrants	$0.5⁽¹⁾	09/19/2011		X			200,000	11/04/2010	11/04/2013	Common Stock	200,000	⁽⁴⁾	200,000	D

1. Name and Address of Reporting Person^*

DONENFELD ALAN P

(Last)

(First)

(Middle)

C/O PARAGON CAPITAL LP

110 EAST 59TH STREET, 22TH FL

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and Secretary

1. Name and Address of Reporting Person^*

PARAGON CAPITAL LP

(Last)

(First)

(Middle)

110 EAST 59TH ST 29TH FL

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On September 19, 2011, Paragon Capital LP ("Paragon") exercised a series of warrants to purchase an aggregate of 1,550,000 shares of Common Stock of the Issuer pursuant to a cashless exercise provision whereby the aggregate number of shares issued upon the exercise of the warrants was 1,395,000. Such number of shares issued was determined based on the following formula: net number = [(total number of warrant shares X closing sale price of the shares of Common Stock on the date immediately preceding the date of the exercise) - (total number of warrant shares X exercise price)] / closing sale price of the shares of Common Stock on the date immediately preceding the date of the exercise. The exercise price at the time of the exercise was $0.50 per share.

2. Alan Donenfeld is the Managing Member of Paragon Capital Advisors LLC which is the General Parnter of Paragon and therefore may be deemed to beneficially own the securities owned of record by Paragon.

3. Represents the securites of the Issuer owned of record by Paragon and owned beneficially by Alan Donenfeld.

4. N/A

	/s/ Alan Donenfeld	09/21/2011
	/s/ Alan Donenfeld, as principal of Paragon Capital LP	09/21/2011
	** 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).
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