FiEE, Inc. — Major Shareholding Notification 2017

Feb 10, 2017

SC 13G/A 1 zoom_sc13ga.htm SC 13G/A Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2017 Issuer Direct Corporation template_sc13g.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 9)

Under the Securities Exchange Act of 1934

ZOOM TELEPHONICS, INC
(Name of
Issuer)
Common Stock
(Title of Class of
Securities)
98978K107
(CUSIP
Number)
December 31, 2016
(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) | | --- | --- | | ☐ | Rule 13d-1(c) | | ☑ | Rule 13d-1(d) |

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.98978K107

| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Frank Blase Manning | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ | | | 3. | SEC Use Only | | | 4. | Citizenship of Place of Organization United States | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 1,609,062 (includes 206,250 shares issuable upon exercise of options which are exercisable within 60 days of December 31, 2016) | | | 6. | Shared Voting Power 0 | | | 7. | Sole Dispositive Power 1,609,062 (includes 206,250 shares issuable upon exercise of options which are exercisable within 60 days of December 31, 2016) | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by each Reporting Person 1,609,062 (includes 206,250 shares issuable upon exercise of options which are exercisable within 60 days of December 31, 2016) | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ | | | 11. | Percent of Class Represented by Amount in Row 9 10.72% (Based on 14,801,540 shares issued and outstanding as of February 09, 2017, plus the shares issuable upon the exercise of the options referenced above. | | | 12. | Type of Reporting Person (See Instructions) IN | |

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CUSIP No.98978K107

Item 1(a). Name of Issuer:

Zoom Telephonics, Inc.

Item 1(b). Address of Issuerís Principal Executive Offices:

99 High Street, Boston, Massachusetts 02110

Item 2(a). Name of Person Filing:

Frank Blase Manning

Item 2(b). Address of Principal Business Office or, if none, Residence:

99 High, Street Boston, Massachusetts 02110

Item 2(c). Citizenship:

United States

Item 2(d). Title of Class of Securities:

Common Stock, par value $.01 per share

Item 2(e). CUSIP Number:

98978K107

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CUSIP No.98978K107

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:

| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | | --- | --- | --- | | (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | | (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | | (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | | (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | | (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | | (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | | (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | | (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | | (j) | ☐ | A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J); | | (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | | | | If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________. |

Item 4. Ownership

(a)

Amount beneficially owned: 1,609,062 shares of Common Stock, includes 206,250 shares issuable upon exercise of options which are exercisable within 60 days of December 31, 2016

(b)

Percent of class: 10.72% (Based on 14,801,540 shares issued and outstanding as of February 09, 2017, plus the shares issuable upon the exercise of the options referenced above.)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 1,609,062 shares of Common Stock (includes 206,250 shares issuable upon exercise of options which are exercisable within 60 days of December 31, 2016)

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 1,609,062 shares of Common Stock (includes 206,250 shares issuable upon exercise of options which are exercisable within 60 days of December 31, 2016)

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class

N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person

N/A

Item 7. Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person

N/A

Item 8. Identification and Classification of Members of a Group

N/A

Item 9. Notice of Dissolution of Group

N/A

Item 10. Certification

N/A

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CUSIP No.98978K107

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
Frank B. Manning

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