| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/01/2011 |
3. Issuer Name and Ticker or Trading Symbol
Bonds.com Group, Inc. [ BDCG.OBB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series D Convertible Preferred Stock(1)(2)(3) | 07/01/2011 | (4) | Common Stock | 36,888,889(1)(2) | (3) | D(1)(2) | |
| Warrant to acquire Common Stock(1)(2)(3) | 07/01/2011(5) | (6) | Common Stock | 35,714,286 | 0.07 | D(1)(2) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of Series D Convertible Preferred Stock (the "Series D Preferred Stock") were issued on February 2, 2011 but were not convertible (the "Conversion Restriction") into Common Stock until the Issuer's authorized shares of Common Stock were increased from 300,000,000 to 1,000,000,000 shares (the "Authorized Share Increase"). The Authorized Share Increase was approved by the Issuer's stockholders on July 1, 2011. |
| 2. Subject to the terms set forth in the Certificate of Designation, each share of the Series D Preferred Stock is convertible into the number of shares of Common Stock determined by dividing (i) the sum of (x) the Stated Value ($1,000 subject to appropriate adjustments) applicable to such shares of Series D Preferred Stock and (y) all Accrued Dividends (as defined below) thereon that remain unpaid as of such date by (ii) the Optional Conversion Price in effect at the time of conversion. The initial "Optional Conversion Price" is $0.07 and dividends accrue at a rate of 8% per annum, compounded annually (the "Accrued Dividends"). The 36,888,889 gives effect to Accrued Dividends for the period from February 2, 2011 through July 1, 2011. |
| 3. The reported securities are included within 25 units of the Issuer purchased by GFINet on February 2, 2011 for $100,000 per unit for an aggregate purchase price of $2,500,000. Each unit consists of warrants to purchase 1,428,571.429 shares of Common Stock and 100 shares of Series D Convertible Preferred Stock. |
| 4. The shares of Series D Preferred Stock do not have an expiration date. |
| 5. The warrants became exercisable into Common Stock upon the Authorized Share Increase. |
| 6. The warrants are exercisable for a period of five years following the Authorized Share Increase. |
| Remarks: |
| GFI Group Inc. (''GFI Group'' ) is the parent company of GFINet Inc. ( ''GFINet'' and, together with GFI Group, the ''Reporting Persons'') and, as such, may be deemed to beneficially own the securities reported herein. Each Reporting Person disclaims beneficial ownership of securities reported herein except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. Exhibit List: Exhibit 99.1: Joint Filer Information - GFI Group Inc. |
| GFINet Inc. By: /s/ Scott Pintoff General Counsel | 07/08/2011 | |
| GFI Group Inc. By: /s/ Scott Pintoff General Counsel | 07/08/2011 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||