SEC Connect
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
ORBITAL TRACKING CORP.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
68558X 100
(CUSIP Number)
 
David Phipps
c/o Orbital Tracking Corp.
18851 NE 29th Avenue, Suite 700
 
(305) 560-5355
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
With Copies To:
Harvey Kesner, Esq.
Sichenzia Ross Ference Kesner LLP
61 Broadway, Floor 32
New York, NY 10006
Tel: (212) 930-9700
Fax: (212) 930-9725
 
December 16, 2016
(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.  [  ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* 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 (“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. 68558X 100
 
1.
Name of Reporting Person
 
   
 David Phipps
 
2. 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)           □
(b)           □
 
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) □
 
6.  
Citizenship or Place of Organization
 
             
UK
 
Number of
Shares Beneficially
Owned by
Each Reporting
Person With
 
7.
Sole Voting Power
12,339,840 (1)
 
8.
Shared Voting Power
 0
 
9.
Sole Dispositive Power
12,339,840 (1)
 
10.
Shared Dispositive Power
0
 
11. 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
   
12,339,840 (1)
 
12. 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    [  ]
 
13. 
Percent of Class Represented by Amount in Row (11)
 
   
17.55% (2)
 
14. 
Type of Reporting Person (See Instructions)
 
IN
 
(1)  
Includes 2,339,840 shares of common stock and options to purchase 10,000,000 shares of common stock.  The options have an exercise price of $0.01 per share, vest immediately, and have a term of 10 years. Does not include 62,480,160 shares of common stock underlying 6,248,016 shares of Series E Preferred Stock which are subject to a 4.99% beneficial ownership limitation.
 
 
(2)  
Based on 60,332,314 shares outstanding as of January 18, 2017.
 
 
 
 
 
 
Item 1.
Security and Issuer
 
This Schedule 13D relates to shares of the common stock, $.0001 par value per share, of Orbital Tracking Corp., a Nevada corporation (the "Issuer"). The address of the principal executive office of the Issuer is 18851 NE 29th Avenue, Suite 700, Aventura, FL 33180.
 
Item 2.
Identity and Background
 
(a)  
This statement is being filed by David Phipps (the “Reporting Person”).
 
(b)  
The Reporting Person’s principal business address is c/o Orbital Tracking Corp., 18851 NE 29th Avenue, Suite 700, Aventura, FL 33180.
 
(c)  
The Reporting Person is the Chief Executive Officer, President and Chairman of the Board of Directors of the Issuer.    
 
(d)  
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)  
During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
 
(f)  
United Kingdom
 
Item 3.      
Source and Amount of Funds or Other Consideration
 
On February 19, 2015, in connection with the Company’s share exchange agreement with Global Telesat Communications Limited (“GTCL”) and the owners of GTCL, the Company issued the Reporting Person 400,000 shares of the Company’s common stock and 6,692,000 shares of Series E Preferred Stock, convertible into 66,920,000 shares of common stock with a 4.99% beneficial ownership blocker. On December 16, 2016, the Issuer issued the Reporting Person options to purchase up to 10,000,000 shares of common stock as partial compensation for the Reporting Person’s services to the Issuer.  The options were issued outside of the Company’s 2014 Equity Incentive Plan and are not governed by the Plan.  The options have an exercise price of $0.01 per share, vest immediately, and have a term of 10 years.
 
Item 4.
Purpose of Transaction
 
All of the Issuer’s securities owned by the Reporting Person has been acquired for investment purposes only.  Except as set forth above, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D.  The Reporting Person may, at any time, review or reconsider their positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but have no present intention of doing so.
 
Item 5.      
Interest in Securities of the Issuer
 
(a) 
As of the date hereof, the Reporting Person beneficially owns 12,339,840 shares of the Issuer’s common stock, which represents approximately 17.55% of the Issuer’s common stock.
 
(b) 
The Reporting Person is deemed to hold sole voting and dispositive power over 12,339,840 shares of the Issuer’s common stock
 
(c) 
None.
 
(d) 
To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 12,339,840 shares of common stock reported in Item 5(a).
 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
On February 19, 2015, in connection with the Company’s share exchange agreement with GTCL and the owners of GTCL, the Company issued the Reporting Person 400,000 shares of the Company’s common stock and 6,692,000 shares of Series E Preferred Stock, convertible into 66,920,000 shares of common stock with a 4.99% beneficial ownership blocker. On December 16, 2016, the Company issued the Reporting Person options to purchase up to 10,000,000 shares of common stock. The options were issued outside of the Company’s 2014 Equity Incentive Plan and are not governed by the Plan. The options have an exercise price of $0.01 per share, vest immediately, and have a term of 10 years.
 
Item 7.
 Material to Be Filed as Exhibits
 
None.
 
 
 
 
 
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.
 
 
Dated:       January 18, 2017
 
/s/ David Phipps 
 
 
 
David Phipps