- Amended Statement of Beneficial Ownership (SC 13D/A)

 

UNITED STATES   SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT § 240.13d-2(a)

(Amendment No. 5)*

DVL, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

233347103

(CUSIP Number)

 

David J. Heymann, Esq

Post Heymann & Koffler LLP

Two Jericho Plaza, Wing A

Jericho, 11753

516-681-3636

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

November 26, 2010

(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 which 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 o

 

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.

 

(Page 1 of 9 Pages)

 

 

 

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CUSIP No. 233347103

13D

Page 2 of 9

 

1	NAME OF REPORTING PERSON   Lawrence J. Cohen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  o   (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS  *   PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   4,691,397 shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER   4,691,397 shares
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,243,850 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.2%
14	TYPE OF REPORTING PERSON  (see instructions)   IN

 

 

 

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CUSIP No. 233347103

Page 3 of 9

 

1	NAME OF REPORTING PERSON Milton Neustadter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  o   (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS  *   PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   639,761 shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER   639,761 shares
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,243,850 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.2%
14	TYPE OF REPORTING PERSON  (see instructions)   IN

 

 

 

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CUSIP No. 233347103

Page 4 of 9

 

1	NAME OF REPORTING PERSON Jay Chazanoff
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  o   (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS  *   PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,857,606 shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER   2,857,606 shares
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,243,850 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.2 %
14	TYPE OF REPORTING PERSON  (see instructions)   IN

 

 

 

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CUSIP No. 233347103

Page 5 of 9

 

1	NAME OF REPORTING PERSON Ron Jacobs
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  o   (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS  *   PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,936,782   shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER   1,936,782   shares
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,243,850 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.2 %
14	TYPE OF REPORTING PERSON  (see instructions)   IN

 

 

 

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CUSIP No. 233347103

Page 6 of 9

 

1	NAME OF REPORTING PERSON Stephen Simms
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  o   (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS  *   PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,795,381 shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER   1,795,381 shares
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,243,850 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.2 %
14	TYPE OF REPORTING PERSON  (see instructions)   IN

 

 

 

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CUSIP No. 233347103

Page 7 of 9

 

1	NAME OF REPORTING PERSON Peter H.Gray
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  o   (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS  *   PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   322,923
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER   322,923
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,243,850 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.2%
14	TYPE OF REPORTING PERSON  (see instructions)   IN

 

 

 

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Page 8 of 9

 

This Amendment No. 5 (this “Amendment”) amends certain information set forth the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on December 20, 1996, as amended by Amendment No. 1 on September 27, 1999, as amended by Amendment No. 2 on November 18, 1999, as amended by Amendment No. 3 on January 11, 2008, as amended by Amendment No. 4 on April 12, 2010 (as amended, the “Schedule 13D”), by Lawrence J. Cohen, Milton Neustadter, Jay Chazanoff, Ron Jacobs, Stephen Simms and Peter Gray, relating to the common stock, par value $.01 per share (the “Common Stock”), of DVL, Inc., a Delaware corporation (the “Issuer”).  Capitalized terms used and not defined herein shall have the meanings attributed to them in the Schedule 13D.

 

This Amendment is being filed solely to provide that in accordance with Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, each member of the group is deemed to beneficially own all of the shares of Common Stock owned by each other member of the group.

 

Item 5.

Interest in Securities of the Issuer.

 

The information set forth in Item 5 of the Schedule 13D is hereby amended and supplemented by the following information to the respective paragraphs thereof.

 

(a)           Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, the aggregate number of shares of Common Stock beneficially owned by each of the persons filing this Amendment as of the date of this Amendment is 12,243,850 shares, or 27.2% of the outstanding Common Stock.

(b)           As of the date of this Amendment, Mr. Cohen possesses: (i) the sole power to vote 4,691,397 shares of Common Stock; (ii) the shared power to vote 0 shares of Common Stock; (iii) the sole power to dispose of 4,691,397 shares of Common Stock; and (iv) the shared power to dispose of 0 shares of Common Stock.

 

As of the date of this Amendment, Mr. Neustadter possesses: (i) the sole power to vote 639,761 shares of Common Stock; (ii) the shared power to vote 0 shares of Common Stock; (iii) the sole power to dispose of 639,761 shares of Common Stock, and (iv) the shared power to dispose of 0 shares of Common Stock.

 

As of the date of this Amendment, Mr. Chazanoff possesses: (i) the sole power to vote 2,857,606 shares of Common Stock; (ii) the shared power to vote 0 shares of Common Stock; (iii) the sole power to dispose of 2,857,606 shares of Common Stock; and (iv) the shared power to dispose of 0 shares of Common Stock.

 

As of the date of this Amendment, Mr. Jacobs possesses: (i) the sole power to vote 1,936,782 shares of Common Stock; (ii) the shared power to vote 0 shares of Common Stock; (iii) the sole power to dispose of 1,936,782 shares of Common Stock; and (iv) the shared power to dispose of 0 shares of Common Stock.

 

As of the date of this Amendment, Mr. Simms possesses: (i) the sole power to vote 1,795,381 shares of Common Stock; (ii) the shared power to vote 0 shares of Common Stock; (iii) the sole power to dispose of 1,795,381 shares of Common Stock; and (iv) the shared power to dispose of 0 shares of Common Stock.

 

 

 

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Page 9 of 9

 

As of the date of this Amendment, Mr. Gray possesses: (i) the sole power to vote 322,923 shares of Common Stock, which includes 50,000 shares issuable upon exercise of currently exercisable options to purchase Common Stock held by Mr. Gray; (ii) the shared power to vote 0 shares of Common Stock; (iii) the sole power to dispose of 322,923 shares of Common Stock, which includes 50,000 shares issuable upon exercise of currently exercisable options to purchase Common Stock held by Mr. Gray; and (iv) the shared power to dispose of 0 shares of Common Stock.

 

(c)           Not applicable

 

(d)           Not applicable

 

(e)           Not applicable

 

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:   December 10, 2010
	/s/ Lawrence J. Cohen
	Lawrence J. Cohen
	/s/ Milton Neustadter
	Milton Neustadter
	/s/ Jay Chazanoff
	Jay Chazanoff
	/s/ Ron Jacobs
	Ron Jacobs
	/s/ Stephen Simms
	Stephen Simms
	/s/ Peter H. Gray
	Peter H. Gray