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Item 1.
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Security and Issuer.
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This Schedule 13D (the “Schedule”) relates to shares of Common Stock of Greenshift Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 5950 Shiloh Road East, Suite N, Alpharetta, Georgia 30005.
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Item 2.
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Identity and Background.
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(a) This Schedule is being filed by Dale W. Fallat (the “Reporting Person”).
(b) The address of the Reporting Persons is 6704 Regents Park Drive, Zionsville, IN 46077.
(c) The Reporting Person is retired and, therefore, not currently employed.
(d) The Reporting Person has not been convicted in a criminal proceeding in the last five years (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The Reporting Person purchased the shares of the Issuer in a series of open-market transactions and funded the purchases with the personal funds. The total amount of funds used by the Reporting Person to acquire the shares in the purchases set forth on Exhibit 99.1 was $699,436.27.
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Item 4.
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Purpose of Transaction.
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The Reporting Person acquired the Common Stock reported in this Schedule 13D for investment purposes.
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Item 5.
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Interest in Securities of the Issuer.
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(a) and (b)
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Reporting Person
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Number of
Shares with Sole
Voting and
Dispositive
Power
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Number of
Shares with
Shared Voting
and Dispositive
Power
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Aggregate
Number of
Shares
Beneficially
Owned
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Percentage of
Class
Beneficially
Owned*
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Dale W. Fallat
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18,172,751
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0
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18,172,751
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12.3
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%
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* This percentage was calculated based upon a total of 147,441,907 shares outstanding as of May 14, 2013 according to representations made by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2013 filed on May 15, 2013.
(c) All of the Reporting Person’s transactions in the Issuer’s stock to date are set forth on Exhibit 99.1. All transactions were open market purchases or sales, as applicable.
On October 10, 2012, the Reporting Person owned 2,017,670 shares of the Issuer’s common stock, which represented 5.2% of the outstanding common stock of the Issuer based upon a total of 38,761,157 shares outstanding as of August 14, 2012 according to representations made by the Issuer in its Form 10-Q/A for the quarterly period ended June 30, 2012 filed on September 11, 2012.
On October 16, 2012, the Reporting Person owned 3,970,100 shares of the Issuer’s common stock, which represented 10.2% of the outstanding common stock of the Issuer based upon a total of 38,761,157 shares outstanding as of August 14, 2012 according to representations made by the Issuer in its Form 10-Q/A for the quarterly period ended June 30, 2012 filed on September 11, 2012.
On November 16, 2012, the Reporting Person owned 5,817,000 shares of the Issuer’s common stock, which represented 15.0% of the outstanding common stock of the Issuer based upon a total of 38,761,157 shares outstanding as of August 14, 2012 according to representations made by the Issuer in its Form 10-Q/A for the quarterly period ended June 30, 2012 filed on September 11, 2012.
On November 19, 2012, the Reporting Person owned 5,847,000 shares of the Issuer’s common stock, which represented 10.9% of the outstanding common stock of the Issuer based upon a total of 53,519,036 shares outstanding as of November 14, 2012 according to representations made by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2012 filed on November 19, 2012.
On December 20, 2012, the Reporting Person owned 8,034,349 shares of the Issuer’s common stock, which represented 15.0% of the outstanding common stock of the Issuer based upon a total of 53,519,036 shares outstanding as of November 14, 2012 according to representations made by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2012 filed on November 19, 2012.
On December 31, 2012, the Reporting Person owned 10,710,728 shares of the Issuer’s common stock, which represented 20.0% of the outstanding common stock of the Issuer based upon a total of 53,519,036 shares outstanding as of November 14, 2012 according to representations made by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2012 filed on November 19, 2012.
On January 11, 2013, the Reporting Person owned 13,412,328 shares of the Issuer’s common stock, which represented 25.1% of the outstanding common stock of the Issuer based upon a total of 53,519,036 shares
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outstanding as of November 14, 2012 according to representations made by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2012 filed on November 19, 2012.
On January 24, 2013, the Reporting Person owned 16,067,840 shares of the Issuer’s common stock, which represented 30.0% of the outstanding common stock of the Issuer based upon a total of 53,519,036 shares outstanding as of November 14, 2012 according to representations made by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2012 filed on November 19, 2012.
On April 1, 2013, the Reporting Person owned 18,172,751 shares of the Issuer’s common stock, which represented 15.6% of the outstanding common stock of the Issuer based upon a total of 116,755,437 shares outstanding as of March 29, 2013 according to representations made by the Issuer in its Form 10-K for the annual period ended December 31, 2012 filed on April 1, 2013.
On the date hereof, the Reporting Person owns 18,172,751 shares of the Issuer’s common stock, which represents 12.3% of the outstanding common stock of the Issuer based upon a total of 147,441,907 shares outstanding as of May 14, 2013 according to representations made by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2013 filed on May 15, 2013.
(d) Not applicable.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The Reporting Person is not a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit No. 99.1 Schedule of Transactions
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