Amended Statement of Ownership (sc 13g/a)
January 25 2018 - 5:16PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN THE STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(b)
(Amendment
No. 3)*
InterCloud
Systems, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
458488301
(CUSIP
Number)
December
31, 2017
(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. 458488301
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SCHEDULE 13G
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Page 2 of 6
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Forward Investments, LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a)
☐
(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
97,264,388 shares of Common Stock
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6
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SHARED VOTING POWER
0
|
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7
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SOLE DISPOSITIVE POWER
97,264,388 shares of Common Stock
|
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8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,264,388 shares of Common Stock
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
þ
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP
NO. 458488301
|
SCHEDULE 13G
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Page 3 of 6
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Douglas Shooker
|
|
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a)
☐
(b)
þ
|
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3
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SEC USE ONLY
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
97,264,388 shares of Common Stock
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
97,264,388 shares of Common Stock
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,264,388 shares of Common Stock
|
|
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
þ
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP
NO. 458488301
|
SCHEDULE 13G
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Page 4 of 6
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Item 1(a).
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Name of Issuer:
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InterCloud
Systems, Inc. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1030
Broad Street
Suite
102
Shrewsbury,
New Jersey 07702
Items 2(a),
(b) and (c).
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Name of Persons Filing,
Address of Principal Business Office and Citizenship:
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This
Amendment No. 3 to Schedule 13G is being filed on behalf of Forward Investments, LLC and Douglas Shooker, as joint filers (collectively,
the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 3 to Schedule 13G
as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 3 to Schedule 13G jointly in accordance
with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The
principal business office of the Reporting Persons is 12030 Talus Place, Beverly Hills, CA 90210. For citizenship, see Item 4 of each cover page.
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Item 2(d).
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Title of Class of Securities:
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Common
Stock, par value $0.0001 per share (the “Common Stock”)
458488301
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(a)
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Amount
beneficially owned
:
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97,264,388
shares of Common Stock
Based on 876,353,113
shares of Common Stock of the Issuer outstanding as of December 18, 2017, and 97,264,388 shares of Common Stock issuable upon
the conversion of convertible notes beneficially owned by the Reporting Persons, the Reporting Persons hold approximately 9.99%
of the issued and outstanding Common Stock of the Issuer.
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CUSIP NO. 458488103
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SCHEDULE 13G
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Page 5 of 6
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(c)
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Number
of shares to which such person has
:
|
|
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(i)
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Sole power to vote or direct the vote: 97,264,388 shares of Common Stock
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(ii)
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Shared
power to vote or direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 97,264,388 shares of Common Stock
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(iv)
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Shared
power to dispose of or direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not
applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported By the Parent Holding Company.
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Not
applicable
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Item 8.
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Identification and Classification of Members of the Group.
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Not
applicable
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Item 9.
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Notice of Dissolution of a Group.
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Not applicable
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above 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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CUSIP
NO. 458488301
|
SCHEDULE 13G
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Page 6 of 6
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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.
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FORWARD
INVESTMENTS, LLC
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By:
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/s/
Douglas Shooker
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Name: Douglas
Shooker
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Title: Manager
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/s/
Douglas Shooker
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Douglas
Shooker
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Exhibit
1
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned
agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect
to 97,264,388 shares of Common Stock of InterCloud Systems, Inc. and further agree that this Joint Filing Agreement shall be included
as an exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however,
that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing,
unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the
parties have executed this Joint Filing Agreement on January 25, 2018.
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FORWARD
INVESTMENTS, LLC
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By:
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/s/
Douglas Shooker
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Name: Douglas
Shooker
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Title: Manager
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/s/
Douglas Shooker
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Douglas
Shooker
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