XWELL, Inc. — Board/Management Information 2011

Sep 6, 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 6, 2011 (September 1, 2011)

VRINGO, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-34785	20-4988129
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

44 W. 28th Street New York, New York	10001
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (646) 525-4319

18 East 16th Street, 7th Floor

New York, New York 10003

(Former name or former address, if changed since last report)

EFPlaceholder Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 1, 2011, Stuart Frohlich resigned as Chief Operating Officer of Vringo, Inc. (the “ Company ”). In connection with the resignation, the Company agreed to accelerate the vesting date of the following stock options held by Mr. Frohlich to August 31, 2011: (i) a stock option to purchase 20,000 shares of the Company’s common stock at an exercise price of $0.01 per share and (ii) a stock option to purchase 1,850 shares of the Company’s common stock at an exercise price of $1.50 per share.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 6, 2011
By:	/s/ Ellen Cohl
	Name: Ellen Cohl
	Title: Chief Financial Officer