Praxsyn Corp (PXYN)

[sensible]

Funny that you cite Rule 13d-3. Sections 13(d) and (g) only apply to companies registered under Section 12. Praxsyn isn't registered under Section 12. Praxsyn is not subject to anything in Section 13 past 13(a). This exempts them from Section 14 and 16 as well. No Forms 3, 4, and 5 and no 14A and 14C proxy statements required.

"Rubicon does hold a deminimis number Praxsyn Series C Convertible Preferred Stock shares and a significant number of Praxsyn Series B Convertible Preferred Stock (“Series B”) shares. The Series B shares have no voting rights in regard to any matters put before the common shareholders of Praxsyn. The Series B shares are convertible, conceivably and over time, to a very large portion, however, they are restricted from conversion beyond 4.9% of the outstanding shares of Praxsyn.

Furthermore, Rubicon has waived all of its right to accelerate conversion of its Series B shares beyond beyond 4.9% until at least April 17, 2016 and assigned any and all voting rights it might have as a result of any conversion of Series B shares under an Amended Voting and Waiver of Conversion Rights Agreement to the current president of Praxsyn."

Grammatical points are lost for saying, "beyond beyond."

You don't disclose proxy agreements on non-voting shares. There are no voting rights unless the shares are converted and at least 160,000,000 (which they did disclose) can't be converted until April of 2016 by this reading. (The disclosures state April 1, 2016 (a typo?))

Since you're quoting 13d-3(1)(i) states, in part:

A person shall be deemed to be the beneficial owner of a security, subject to the provisions of paragraph (b) of this rule, if that person has the right to acquire beneficial ownership of such security, as defined in Rule 13d-3(a) (§ 240.13d-3(a)) within sixty days.

By the clear reading of the Designation of Series B Stock, Section 5.06, Series B Stock can't be converted past 4.9% in under sixty-one days. So even if it were a 12(g) filer, Rubicon still wouldn't be subject to 13(d) reporting by virtue of Series B Stock. However, since they also waived their right to accelerate, they can't even conceivably be categorized as subject to 13(d) were Praxsyn a 12(g) filer. But they aren't so your whole point is moot.

Series B designation

Also Evon Midei posted the following Form 3 (voluntarily as they are not a 12(g) filer) on 6/01/2013. It stated he had 13,997 Series B shares.

Midei Form 3