UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
| LRAD Corporation |
(Name of Issuer)
| Common Stock, $0.00001 par value |
(Title of Class of Securities)
| 50213V 10 9 |
(CUSIP Number)
| December 31, 2011 |
(Dates 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)
x 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 disclosures provided in a prior cover page. |
The information required on 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. 50213V 10 9 | SCHEDULE 13G | Page 2 of 4 |
| 1. |
Name of Reporting Persons I. R. S. Identification Nos. of Above Persons (entities only)
Thomas R. Brown | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ Not Applicable
(b) ¨ Not Applicable
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
United States of America | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power:
1,627,400 shares as of December 31, 2011 (1) | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
1,627,400 shares as of December 31, 2011 (1) | |||||
| 8. | Shared Dispositive Power:
0 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,627,400 shares as of December 31, 2011 (1) | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (11):
4.8% as of December 31, 2011 (2) | |||||
| 12. |
Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Includes 1,600,000 shares issuable upon exercise of outstanding stock options within 60 days of December 31, 2011. |
| (2) | Based on 1,600,000 shares issuable upon exercise of outstanding stock options held by the reporting person, plus 32,374,499 shares outstanding as of January 31, 2012, as reported by LRAD Corporation in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 7, 2012. |
| CUSIP No. 50213V 10 9 | SCHEDULE 13G | Page 3 of 4 |
| Item 1(a). | Name of Issuer | |||||
| LRAD Corporation | ||||||
| Item 1(b). | Address of Issuer’s Principal Executive Offices | |||||
| 15378 Avenue of Science, Suite 100 | ||||||
| San Diego, California 92128 | ||||||
| Item 2(a). | Name of Person Filing | |||||
| The name of the person filing this statement is Thomas R. Brown (the “Reporting Person”). | ||||||
| Item 2(b). | Address of Principal Business Office | |||||
| 15378 Avenue of Science, Suite 100 | ||||||
| San Diego, California 92128 | ||||||
| Item 2(c). | Citizenship | |||||
| United States of America | ||||||
| Item 2(d). | Title of Class of Securities | |||||
| Common Stock, $0.00001 par value | ||||||
| Item 2(d). | CUSIP Number | |||||
| 50213V 10 9 | ||||||
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Exchange Act; | ||||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act; | ||||
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act; | ||||
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act; | ||||
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(ii)(E); | ||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) | ||||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | ||||
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | ||||
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). | ||||
| Item 4. | Ownership | |||||
| (a) Amount Beneficially Owned: See Item 9 of the attached cover page. | ||||||
| (b) Percent of Class: See Item 11 of the attached cover page. | ||||||
| (c) Number of shares as to which such person has: | ||||||
| (i) Sole power to vote or to direct the vote: See Item 5 of the attached cover page. | ||||||
| (ii) Shared power to vote or to direct the vote: See Item 6 of the attached cover page. | ||||||
| (iii) Sole power to dispose or to direct the disposition of: See Item 7 of the attached cover page. | ||||||
| (iv) Shared power to dispose or to direct the disposition of: See Item 8 of the attached cover page. | ||||||
| CUSIP No. 50213V 10 9 | SCHEDULE 13G | Page 4 of 4 |
| 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 x | ||
| 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 Controlling 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. | Certification | |
| 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 | ||
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.
| Date: February 13, 2012 |
| /s/ THOMAS R. BROWN |
| Thomas R. Brown |