- Annual Statement of Changes in Beneficial Ownership (5)
16 Aprile 2012 - 10:27PM
Edgar (US Regulatory)
FORM 5
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TOMASEK JOSEPH J
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2. Issuer Name
and
Ticker or Trading Symbol
Kiwibox.Com, Inc. [KIWB]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
74 LINDEN AVE.
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2011
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(Street)
VERONA, NJ 07044
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Common Stock
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2180500
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D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Opions
(1)
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$.05
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3/31/2012
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A
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1400000
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2/1/2011
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2/1/2016
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Common Shares
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1200000
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$0
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3600000
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D
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Stock Warrant
(2)
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$.025
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12/3/2010
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A
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500000
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12/3/2010
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12/4/2015
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Common Shares
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500000
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$0
(1)
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500000
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D
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Stock Options
(3)
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$.025
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7/14/2008
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A
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1000000
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7/14/2008
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7/13/2013
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Common Shares
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1000000
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$0
(1)
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1000000
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D
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Explanation of Responses:
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(
1)
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Reporting Person earns 100,000 common stock options for each month of legal services rendered to the Issuer. All stock options earned are exercisable at $.05 per share or on a cashless basis, during the 5-year exercise period. During calendar year 2009, Reporting Person earned 900,000 of these stock options; during calendar year 2010, 1,200,000, and; as of January 31, 2011, 100,000 of these stock options; for the 14 month period, February 1, 2011, through March 31, 2012, Reporting Person has earned 1,400,000 of these stock options. The value of the these stock options has been calculated to be $8,910 for the 900,000 stock options earned in 2009 and has not been determined for the 1,200,000, earned for each of the calendar years, 2010 and 2011, nor for the 200,000 stock options earned during the first two months of calendar year 2012.
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(
2)
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Reporting Person was awarded a common stock purchase warrant to purchase up to 500,000 common shares, exercisable at $.025 per share or on a cashless exercise basis, any time during the 5-year exercise period, commencing upon the grant date of December 3, 2010. The value of the Warrant has not been determined.
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(
3)
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Reporting Person earned these stock options for services rendered during 2008 and as reported on Form 5 filed by the Reporting Person with the Commission on February 17, 2010. Pursuant to the terms of these stock options, Reporting Person may purchase up to 1,000,000 common shares, exercisable at $.025 per share or on a cashless basis, any time during the 5-year exercise period.
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Remarks:
Price of stock options is indeterminable.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TOMASEK JOSEPH J
74 LINDEN AVE.
VERONA, NJ 07044
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X
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Signatures
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/s/ Joseph J. Tomasek
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4/16/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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