AWARE INC /MA/ — Major Shareholding Notification 2017

Aug 8, 2017

SC 13G/A 1 sc13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Aware, Inc.

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Common Stock

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(Title of Class of

Securities)

05453N100

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(CUSIP Number)

July 26, 2017

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(Date of Event Which Requires Filing of this

Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

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• 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 the disclosures provided in a prior cover page.

The information required in 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).

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CUSIP No. 05453N100

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
	DG Capital Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
	(a) [ ]
	(b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware,
USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	1,339,267*
7.	SOLE DISPOSITIVE
POWER
	0
8.	SHARED DISPOSITIVE
POWER
	1,339,267*
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,339,267*
10.	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[ ]
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
	6.16%*
12.	TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
	IA

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CUSIP No. 05453N100

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | DG
Value Partners II Master Fund, LP |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a)
[ ] |
| | (b)
[X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Cayman
Islands |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

| 5. | SOLE
VOTING POWER |
| --- | --- |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 1,099,971 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,099,971 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,099,971 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.06% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | PN |

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CUSIP No. 05453N100

| 1. | NAME OF REPORTING
PERSONS |
| --- | --- |
| | I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Dov
Gertzulin |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a) [ ] |
| | (b) [X] |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE
OF ORGANIZATION |
| | United States |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	1,339,267*
7.	SOLE DISPOSITIVE
POWER
	0
8.	SHARED DISPOSITIVE
POWER
	1,339,267*
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,339,267*
10.	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
	6.16%*
12.	TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
	IN, HC

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Item 1.	(a).	Name of Issuer:
		Aware, Inc.
	(b).	Address of issuer’s principal executive
offices:
		40 Middlesex Turnpike
		Bedford, Massachusetts 01730
Item 2.	(a).	Name of person filing:
		DG Capital Management, LLC
		DG Value Partners II Master Fund, LP
		Dov Gertzulin
	(b).	Address or principal business office or, if
none, residence:
		460
Park Avenue, 22nd Floor New
York, NY 10022
	(c).	Citizenship:
		DG Capital Management, LLC – Delaware,
USA
		DG Value Partners II Master Fund, LP – Cayman Islands
		Dov Gertzulin – United States
	(d).	Title of class of securities:
		Common Units
	(e).	CUSIP No.: 05453N100

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| Item
3. | If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c),
check whether the person filing is a: |
| --- | --- |
| | N/A |
| Item
4. | Ownership. |
| | Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1. |

(a)	Amount beneficially owned*:
	DG Capital Management, LLC: 1,339,267
	DG Value Partners II Master Fund, LP: 1,099,971
	Dov Gertzulin – 1,339,267
(b)	Percent of class:
	DG Capital Management, LLC 6.16%
	DG Value Partners II Master Fund, LP: 5.06%
	Dov Gertzulin: 6.16%
(c)	Number of shares as to which the person has:

(i)	Sole power to vote or to direct the vote
	DG Capital Management, LLC: 0
	DG Value Partners II Master Fund, LP: 0
	Dov Gertzulin: 0
(ii)	Shared power to vote or to direct the vote
	DG Capital Management, LLC: 1,339,267
	DG Value Partners II Master Fund, LP: 1,099,971
	Dov Gertzulin: 1,339,267
(iii)	Sole power to dispose or to direct the disposition
of
	DG Capital Management, LLC: 0
	DG Value Partners II Master Fund, LP: 0
	Dov Gertzulin: 0
(iv)	Shared power to dispose or to direct the disposition
of
	DG Capital Management, LLC: 1,339,267
	DG Value Partners II Master Fund, LP: 1,099,971
	Dov Gertzulin: 1,339,267

*Shares reported herein are held by private investment funds, including DG Value Partners II Master Fund, LP, and separately managed accounts (the “DG Entities”) for which DG Capital Management, LLC serves as the investment manager. Dov Gertzulin serves as the managing member of DG Capital Management, LLC. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the DG Entities. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein.

The percentages herein are calculated based upon a statement in the Issuer’s Annual Report on Form 10-K for the quarter ended June 30, 2017 that there were 21,729,163 shares of Common Stock issued and outstanding as of July 24, 2017.

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| Item
5. | Ownership
of Five Percent or Less of a Class. |
| --- | --- |
| | If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ]. |
| Item
6. | Ownership
of More Than Five Percent on Behalf of Another Person. |
| | If
any other person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates
to more than five percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the Investment Company Act
of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund
is not required. |
| | N/A |
| Item
7. | If
a parent holding company or control person has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary. If a parent holding company
or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant subsidiary. |
| | N/A |
| Item
8. | Identification
and Classification of Members of the Group. |
| | If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
| | N/A |
| Item
9. | Notice
of Dissolution of Group. |
| | Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution
and that all further filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their individual capacity. See
Item 5. |
| | N/A |
| Item
10. | Certification. |
| | By
signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect. |

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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:
August 8, 2017 | |
| --- | --- |
| By: | /s/
Dov Gertzulin |
| | Dov
Gertzulin, Managing Member |
| DG
Value Partners II Master Fund, LP | |
| By: | /s/
Dov Gertzulin |
| | Dov
Gertzulin, Managing Member of the General Partner |
| | DG
Capital Partners II, LLC |
| Dov
Gertzulin | |
| By: | /s/
Dov Gertzulin |
| | Dov
Gertzulin, Individually |

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