UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
  (Amendment No. 6 )*


  ARTIFICIAL LIFE, INC.

(Name of Issuer)

Common Stock

  (Title of Class of Securities)


04314Q105

 (CUSIP Number)

November 16, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

þ

Rule 13d-1(c)

o

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).

 


CUSIP No. 04314Q105

 

 

1.

Names of Reporting Persons
Eberhard Schoneburg

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Germany

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
28,870,677**

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
28,870,677**

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
28,870,677**

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
32.28%***

 

 

12.

Type of Reporting Person (See Instructions)
IN

**

Includes 5,463,636 shares of common stock issuable upon the exercise of warrants and options.

***

Based upon 83,971,813 shares outstanding as of November 16, 2011, the sum of which includes the 79,426,359 shares outstanding as of October 31, 2011, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 14, 2011, plus the 4,545,454 shares covered by this Schedule 13G/A; and 5,463,636 shares of common stock issuable upon the exercise of warrants and options of the reporting person.


 

CUSIP No. 04314Q105

 

Item 1.

 

(a)

Name of Issuer
Artificial Life, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
26/F, 88 Hing Fat Street

Causeway Bay, Hong Kong

 

Item 2.

 

(a)

Name of Person Filing
Eberhard Schoneburg

 

(b)

Address of Principal Business Office or, if none, Residence
26/F, 88 Hing Fat Street

Causeway Bay, Hong Kong

 

(c)

Germany

 

(d)

Title of Class of Securities
Common Stock, par value $0.01 per share

 

(e)

CUSIP Number
04314Q105

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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 (15 U.S.C. 80a-3);




 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

28,870,677**

 

(b)

Percent of class:    

32.28%***

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

28,870,677**

 

 

(ii)

Shared power to vote or to direct the vote    

-0-

 

 

(iii)

Sole power to dispose or to direct the disposition of   

28,870,677**

 

 

(iv)

Shared power to dispose or to direct the disposition of   

-0-

**

Includes 5,463,636 shares of common stock issuable upon the exercise of warrants and options.

***

Based upon 83,971,813 shares outstanding as of November 16, 2011, the sum of which includes the 79,426,359 shares outstanding as of October 31, 2011, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 14, 2011, plus the 4,545,454 shares covered by this Schedule 13G/A; and 5,463,636 shares of common stock issuable upon the exercise of warrants and options of the reporting person.

 

Item 5.

Ownership of Five Percent or Less of a Class

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   o .

 Not Applicable 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 Not Applicable 



Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certifications

By signing below I certify that, to the best of 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.  

 




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.

 

 

 

November 25, 2011

 

 

(Date)

 

 

 

 

 

/s/Eberhard Schoneburg

 

 

(Signature)

 

 

 

 

 

Ebehard Schoneburg, President, CEO, Director

 

 

(Name and Title)

 

 

 


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