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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Comforce Corp | AMEX:CFS | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C. Fanning
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (see instructions)
n/a
|
||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
5,150
,097
|
||
9
|
SOLE DISPOSITIVE POWER
None
|
||
10
|
SHARED DISPOSITIVE POWER
5,150,097
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,150,097
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9
%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C. Fanning Revocable Trust
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (see instructions)
n/a
|
||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
4,217
,308
|
||
9
|
SOLE DISPOSITIVE POWER
None
|
||
10
|
SHARED DISPOSITIVE POWER
4,217,308
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,217,308
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3
%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C. Fanning Irrevocable Grantor Retained Annuity Trust (GRAT)
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (see instructions)
n/a
|
||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
527
,789
|
||
9
|
SOLE DISPOSITIVE POWER
None
|
||
10
|
SHARED DISPOSITIVE POWER
527,789
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
527,789
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0
%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harry V. Maccarrone
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (see instructions)
n/a
|
||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
5,716
,031
|
||
9
|
SOLE DISPOSITIVE POWER
None
|
||
10
|
SHARED DISPOSITIVE POWER
5,716,031
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,716,031
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.1
%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fanning Asset Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (see instructions)
n/a
|
||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
565
,382
|
||
9
|
SOLE DISPOSITIVE POWER
None
|
||
10
|
SHARED DISPOSITIVE POWER
565,382
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,382
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3
%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
Name
|
Subtotals:
|
Number (1)
|
Percentage (1)
|
||||||||||
John C. Fanning (2)(4)
|
|||||||||||||
Held individually
|
405,000 | ||||||||||||
Held through John C. Fanning Revocable Trust
|
4,217,308 | ||||||||||||
Held through John C. Fanning Irrevocable Grantor Retained Annuity Trust (GRAT)
|
527,789 | ||||||||||||
Total
|
5,150,097 | 28.9 | % | ||||||||||
Harry V. Maccarrone,(3)(4)
|
|||||||||||||
Held individually
|
405,552 | ||||||||||||
Held as co-trustee of John C. Fanning Revocable Trust
|
4,217,308 | ||||||||||||
Held as trustee of John C. Fanning GRAT
|
527,789 | ||||||||||||
Held as partner of Fanning Asset Partners, L.P.
|
565,382 | ||||||||||||
Total
|
5,716,031 | 32.1 | % |
(1)
|
For purposes of this table, shares are considered “beneficially owned” if the person directly or indirectly has the sole or shared power to vote or direct the voting of the securities or the sole or shared power to dispose of or direct the disposition of the securities, even if such person has no pecuniary interest in such securities. A person is also considered to beneficially own shares that such person has the right to acquire within 60 days, and options exercisable within such period are referred to herein as “currently exercisable.”
|
|
(2)
|
Mr. Fanning serves as the Company’s Chairman. The shares beneficially owned by Mr. Fanning are as follows:
|
Shares issuable upon the exercise of options:
|
Exercise price per share ($)
|
Expiration Date
|
||||
10,000
|
1.50
|
6/11/2011
|
||||
10,000
|
1.10
|
6/10/2012
|
||||
75,000
|
1.45
|
6/10/2012
|
||||
10,000
|
0.66
|
8/11/2013
|
||||
10,000
|
2.19
|
6/7/2014
|
||||
75,000
|
3.02
|
1/16/2015
|
||||
10,000
|
2.00
|
6/7/2015
|
||||
10,000
|
2.66
|
6/4/2016
|
||||
10,000
|
2.60
|
6/9/2017
|
||||
10,000
|
2.04
|
6/9/2018
|
||||
10,000
|
1.30
|
6/8/2019
|
||||
150,000
|
1.75
|
12/21/2019
|
||||
15,000
|
1.37
|
6/13/2020
|
|
(3)
|
Mr. Maccarrone is the Company’s Chief Executive Officer and a director. The shares beneficially owned by Mr. Maccarrone, of the Company, are as follows:
|
Shares issuable upon the exercise of options:
|
Exercise price per share ($)
|
Expiration Date
|
||||
10,000
|
1.50
|
6/11/2011
|
||||
10,000
|
1.10
|
6/10/2012
|
||||
75,000
|
1.45
|
6/10/2012
|
||||
10,000
|
0.66
|
8/11/2013
|
||||
10,000
|
2.19
|
6/7/2014
|
||||
75,000
|
3.02
|
1/16/2015
|
||||
10,000
|
2.00
|
6/7/2015
|
||||
10,000
|
2.66
|
6/4/2016
|
||||
10,000
|
2.60
|
6/9/2017
|
||||
10,000
|
2.04
|
6/9/2018
|
||||
10,000
|
1.30
|
6/8/2019
|
||||
140,000
|
1.75
|
12/21/2019
|
||||
15,000
|
1.37
|
6/13/2020
|
(4)
|
Not included in the shares beneficially owned by any of the Reporting Persons are up to 13.7 million shares of common stock issuable to the Trust and up to 2.9 million shares of common stock issuable to the Family Partnership, in each case upon conversion of the Company’s Series 2003A convertible preferred stock, Series 2003B convertible preferred stock and Series 2004A convertible preferred stock. The Series 2003A, 2003B and Series 2004A convertible preferred stock can be converted into common stock or into shares of non-voting participating preferred stock having a liquidation preference of $0.01 per share (but no other preferences) to be created by the Company, which, in turn, would be convertible into common stock. The Series 2003A, 2003B and Series 2004A convertible preferred stock are subject to the Voting Agreements entered into by the Trust and the Family Partnership. Inclusion of these shares in calculating the beneficial ownership of the Reporting Persons would have the following impact:
|
·
|
If all such shares held by the Trust and GRAT were deemed to be owned beneficially by Mr. Fanning, he would hold 54.9% (rather than, as shown in the table, 28.9%) of the Company’s common stock.
|
·
|
If all such shares held by the Family Partnership and the Trust were deemed to be owned beneficially by Mr. Maccarrone, he would hold 64.9% (rather than, as shown in the table, 32.1%) of the Company’s common stock.
|
/s/ John C. Fanning
|
|||
John C. Fanning
|
|||
/s/ Harry V. Maccarrone
|
|||
Harry V. Maccarrone
|
|||
John C. Fanning Revocable Trust
|
|||
By:
|
/s/ John C. Fanning
|
||
Name: John C. Fanning
|
|||
Title: Co-Trustee
|
|||
John C. Fanning Grantor Retained Annuity Trust
|
|||
|
|||
By:
|
/s/ Harry V. Maccarrone
|
||
Name: Harry V. Maccarrone
|
|||
Title: Trustee
|
Fanning Asset Partners, L.P.
|
|||
By:
|
HM Assets, Inc., General Partner
|
||
By:
|
/s/ Harry V. Maccarrone
|
||
Name: Harry V. Maccarrone
|
|||
Title: President
|
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