Amended Statement of Ownership (sc 13g/a)
January 20 2021 - 3:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Mobivity
Holdings Corp.
(Name of Issuer)
$0.00 Par Value Common Stock
(Title of Class of Securities)
60743E105
(CUSIP Number)
December 31, 2020**
(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)
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*
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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 the disclosures provided in a prior cover page.
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**
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Date of the most recent required filing.
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The information 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).
CUSIP No. 60743E105
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1
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce E. Terker
(1)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
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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
Pennsylvania
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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
0
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6
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SHARED VOTING POWER
6,061,082 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,061,082
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,061,082 (1)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
11.16%
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12
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TYPE OF REPORTING PERSON
(see instructions)
IN
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CUSIP No. 60743E105
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1
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ballyshannon
Partners, L.P. (IRS Identification No. 23-2751854) (2)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
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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
Pennsylvania
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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
0
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6
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SHARED VOTING POWER
3,576,940 (2)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,576,940
(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,576,940 (2)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
6.59%
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12
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TYPE OF REPORTING PERSON
(see instructions)
PN
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CUSIP No. 60743E105
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1
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ballyshannon
Family Partnership, L.P. (IRS Identification No. 23-3086095) (3)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
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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
Pennsylvania
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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
0
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6
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SHARED VOTING POWER
1,384,142 (3)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,384,142
(3)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,384,142 (3)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
2.55%
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12
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TYPE OF REPORTING PERSON
(see instructions)
PN
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CUSIP No. 60743E105
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1
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Insignia Partners,
L.P. (Identification No. 23-3054280) (4)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
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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
Pennsylvania
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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
0
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6
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SHARED VOTING POWER
100,000 (4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
100,000
(4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 (4)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.18%
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12
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TYPE OF REPORTING PERSON
(see instructions)
PN
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CUSIP No. 60743E105
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1
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Odyssey Capital
Group, L.P. (Identification No. 23-2600849) (5)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
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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
Pennsylvania
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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
0
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6
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SHARED VOTING POWER
1,000,000 (5)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,000,000
(5)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 (5)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
1.84%
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12
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TYPE OF REPORTING PERSON
(see instructions)
PN
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CUSIP No. 60743E105
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Item 1(a).
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Name of Issuer
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Mobivity Holdings Corp.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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55 North Arizona Place, #310
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Chandler, AZ 85225
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Item 2(a).
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Name of Person Filing:
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Bruce E. Terker (1)*
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Ballyshannon Partners, L.P. (2)
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Ballyshannon Family Partnership, L.P. (3)
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Insignia Partners, L.P. (4)
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Odyssey Capital Group, L.P. (5)
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Item 2(b).
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Address of Principal Business Office or, in none, Residence:
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950 West Valley Road, Suite 2900
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Wayne, PA 19087
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Item 2(c).
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Citizenship:
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Bruce E. Terker is a US Citizen (1)
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Ballyshannon Partners, L.P. – Pennsylvania USA (2)
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Ballyshannon Family Partnership, L.P. – Pennsylvania USA (3)
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Insignia Partners, L.P. – Pennsylvania, USA (4)
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Odyssey Capital Group, L.P. – Pennsylvania, USA (5)
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Item 2(d).
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Title of Class of Securities:
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$0.00 Par Value Common Stock
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Item 2(e).
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CUSIP Number 60743E105
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*
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Bruce E. Terker is the Sole Owner of Ballyshannon Partners, Inc., the General Partner of (2) Ballyshannon
Partners, L.P., (3) Ballyshannon Family Partnership, L.P., (4) Insignia Partners, L.P. and is the Sole Owner of Odyssey Capital Group, Inc., the General Partner of (5) Odyssey Capital Group, L.P.
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CUSIP No. 60743E105
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Item 3.
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If this Statement is filed pursuant to 240.13d-1(b) or (c), check
whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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☐
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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☐
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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;
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(j)
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☐
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13-d1(b)(1)(ii)(J), please specify the type of institution:
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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Bruce E. Terker is the beneficial owner of 6,061,082 shares of common stock. Bruce E.
Terker is the Sole Owner of Ballyshannon Partners, Inc., the General Partner of (2) Ballyshannon Partners, L.P., (3) Ballyshannon Family Partnership, L.P., (4) Insignia Partners, L.P., and is the Sole Owner of Odyssey Capital Group, Inc. the
General Partner of (5) Odyssey Capital Group, L.P.
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(a)
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Amount Beneficially Owned
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(1) 6,061,082
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(Mr. Terker may be deemed a beneficial owner of the shares held by
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(2) Ballyshannon Partners, L.P., (3) Ballyshannon Family Partnership, L.P.,
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(4) Insignia Partners, L.P. and (5) Odyssey Capital Group, L.P. because
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he is the sole owner of the General Partner of those partnerships.)
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(2) 3,576,940
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(3) 1,384,142
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(4) 100,000
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(5) 1,000,000
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(b)
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Percent of Class:
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(1) 11.16%
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(2) 6.59%
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(3) 2.55%
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(4) 0.18%
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(5) 1.84%
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(c)
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Number of shares as to which such person has:
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(i) sole power to vote or to direct the vote:
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0
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(ii) shared power to vote or to direct the vote:
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(1) 6,061,082
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(2) 3,576,940
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(3) 1,384,142
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(4) 100,000
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(5) 1,000,000
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(iii) sole power to dispose or direct the disposition of:
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0
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(iv) shared power to dispose or to direct the disposition
of:
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(1) 6,061,082
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(2) 3,576,940
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(3) 1,384,142
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(4) 100,000
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(5) 1,000,000
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CUSIP No. 60743E105
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 ☐
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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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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company.
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N/A
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Item 8.
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Identification and Classification of Members of the Group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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N/A
N/A
CUSIP No. 60743E105
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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Date: January 20, 2021
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/s/ Bruce E. Terker
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Bruce E. Terker
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Ballyshannon Partners, L.P.
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By:
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Ballyshannon Partners, Inc., its General Partner
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By:
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/s/ Bruce E. Terker
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Name: Bruce E. Terker
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Title: President of the General Partner
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Ballyshannon Family Partnership, L.P.
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By:
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Ballyshannon Partners, Inc., its General Partner
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By:
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/s/ Bruce E. Terker
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Name: Bruce E. Terker
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Title: President of the General Partner
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Insignia Partners, L.P.
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By:
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Ballyshannon Partners, Inc., its General Partner
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By:
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/s/ Bruce E. Terker
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Name: Bruce E. Terker
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Title: President of the General Partner
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Odyssey Capital Group, L.P.
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By:
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Odyssey Capital Group, Inc., its General Partner
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By:
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/s/ Bruce E. Terker
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Name: Bruce E. Terker
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Title: Chairman of the General Partner
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CUSIP No. 60743E105
AGREEMENT TO JOINTLY FILE SCHEDULE 13G
AGREEMENT dated as of January 20, 2021 by and among Bruce E. Terker, Ballyshannon Partners, L.P., Ballyshannon Family Partnership, L.P., Insignia
Partners, L.P. and Odyssey Capital Group, L.P. (collectively, the “Reporting Persons”).
WHEREAS, pursuant to paragraph (k) of Rule 13d-1 promulgated under Subsection 12(d)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons hereto have decided to satisfy their filing obligation under the
Exchange Act by a single joint filing:
NOW, THEREFORE, the Reporting Persons hereby agree as follows:
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1.
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The Schedule 13G with respect to Mobivity Holdings Corp to which this is attached as Exhibit A, is filed on
behalf of each of the Reporting Persons.
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2.
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Each Reporting Person is responsible for the completeness and accuracy of the information concerning such
Reporting Person contained therein.
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IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first
above written.
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Date: January 20, 2021
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/s/ Bruce E. Terker
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Bruce E. Terker
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Ballyshannon Partners, L.P.
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By:
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Ballyshannon Partners, Inc., its General Partner
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By:
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/s/ Bruce E. Terker
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Name: Bruce E. Terker
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Title: President of the General Partner
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Ballyshannon Family Partnership, L.P.
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By:
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Ballyshannon Partners, Inc., its General Partner
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By:
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/s/ Bruce E. Terker
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Name: Bruce E. Terker
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Title: President of the General Partner
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Insignia Partners, L.P.
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By:
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Ballyshannon Partners, Inc., its General Partner
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By:
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/s/ Bruce E. Terker
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Name: Bruce E. Terker
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Title: President of the General Partner
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Odyssey Capital Group, L.P.
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By:
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Odyssey Capital Group, Inc., its General Partner
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By:
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/s/ Bruce E. Terker
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Name: Bruce E. Terker
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Title: Chairman of the General Partner
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Mobivity (QB) (USOTC:MFON)
Historical Stock Chart
From Oct 2024 to Nov 2024
Mobivity (QB) (USOTC:MFON)
Historical Stock Chart
From Nov 2023 to Nov 2024
