AWARE INC /MA/ — Major Shareholding Notification 2017

Feb 10, 2017

SC 13G/A 1 sch13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

Aware, Inc.

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Common Stock

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(Title of Class of Securities)

05453N100

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(CUSIP Number)

December 31, 2016

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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 disclosures provided in a prior cover page.

The information required on 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: 05453N100

| 1. | NAMES
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 ,
U.S.A. |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

| 5. | SOLE VOTING
POWER |
| --- | --- |
| | 0 |
| 6. | SHARED VOTING
POWER |
| | 1,036,848 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED DISPOSITIVE
POWER |
| | 1,036,848 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,036,848* |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( see instructions ) |
| | [_] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 4.6% |
| 12. | TYPE
OF REPORTING PERSON ( see instructions ) |
| | IA |

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CUSIP: 05453N100

| 1. | NAMES
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 |
| | 845,571 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED DISPOSITIVE
POWER |
| | 845,571 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 845,571* |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( see instructions ) |
| | [_] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 3.7% |
| 12. | TYPE
OF REPORTING PERSON ( see instructions ) |
| | PN |

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CUSIP: 05453N100

| 1. | NAMES
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 |
| | 1,036,848 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED DISPOSITIVE
POWER |
| | 1,036,848 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,036,848* |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( see instructions ) |
| | [_] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 4.6% |
| 12. | TYPE
OF REPORTING PERSON ( see instructions ) |
| | IN, HC |

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| Item
1. | Name
of Issuer Aware,
Inc. |
| --- | --- |
| (b) | Address
of Issuer’s Principal Executive Offices 40
Middlesex Turnpike Bedford,
Massachusetts 01730 |

| Item
2. | Name
of Person Filing DG
Capital Management, LLC DG
Value Partners II Master Fund, LP Dov
Gertzulin |
| --- | --- |
| (b) | Address
of the Principal Office or, if none, residence 460
Park Avenue, 22nd Floor New
York, NY 10022 |
| (c) | Citizenship |
| | DG
Capital Management, LLC - Delaware, U.S.A. |
| | DG
Value Partners II Master Fund, LP - Cayman Islands |
| | Dov
Gertzulin - United States |
| (d) | Title
of Class of Securities Common
Stock |
| (e) | CUSIP:
05453N100 |

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| Item
3. |
| --- |
| N/A |

| Item
4. |
| --- |
| 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: 1,036,848

DG Value Partners II Master Fund, LP: 845,571

Dov Gertzulin: 1,036,848

(b) Percent of class:

DG Capital Management, LLC: 4.6%

DG Value Partners II Master Fund, LP: 3.7%

Dov Gertzulin: 4.6%

(c) Number of shares as to which each 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: 1,036,848 DG
Value Partners II Master Fund, LP: 845,571 Dov
Gertzulin: 1,036,848 |
| (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: 1,036,848 DG
Value Partners II Master Fund, LP: 845,571 Dov
Gertzulin: 1,036,848 |

*Shares reported herein are held by private investment funds 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 that there were 22,630,021 shares of Common Stock issued and outstanding as of October 21, 2016.

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| Item
5. |
| --- |
| 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 [ X ]. |

| Item
6. |
| --- |
| 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. |
| --- |
| 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 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. |
| --- |
| 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:
February 10, 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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