Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
* 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).
Page 1 of 9 Pages
CUSIP No. 590419107s
|
13G
|
Page 2 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
James Ross Byrne
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
x
|
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
0
|
6
|
SHARED VOTING POWER
10,750,000
1
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
10,750,000
1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,750,000
1
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
2
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
|
|
1
Share ownership information is as of April 2, 2014. Includes 4,000,000 shares of common stock jointly held by James Ross Byrne
(“Mr. Byrne”) and Rebecca Clarke Byrne (“Ms. Byrne”); 1,000,000 shares of common stock that Mr. Byrne and
Ms. Byrne have the right to acquire pursuant to warrants held jointly by them; 3,000,000 shares of common stock held by the James
Ross Byrne Revocable Trust under Agreement dated November 21, 2013 (the “Revocable Trust”) of which Mr. and Ms. Byrne
are co-trustees; 2,000,000 shares of common stock which the Revocable Trust has the right to acquire pursuant to a convertible
note held by the Revocable Trust; and 750,000 shares of common stock which the Revocable Trust has the right to acquire pursuant
to warrants held by the Revocable Trust.
2
The ownership percentages set forth above are based on there being 132,892,386 shares of common stock outstanding as of April 2,
2014, as advised by the Issuer to the Reporting Persons in connection with a private transaction (subsequent to the filing of the
Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013) by the Issuer in which the Revocable Trust
participated.
CUSIP No. 590419107s
|
13G
|
Page 3 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
Rebecca Clarke Byrne
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
¨
(b)
x
|
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
10,000
3
|
6
|
SHARED VOTING POWER
10,750,000
4
|
7
|
SOLE DISPOSITIVE POWER
10,000
3
|
8
|
SHARED DISPOSITIVE POWER
10,750,000
4
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,760,000
3,4
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
5
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
|
|
3
Consists of shares held by Ms. Byrne as custodian for a son of Mr. Byrne and Ms. Byrne.
4
Share ownership information is as of April 2, 2014. Includes 4,000,000 shares of common stock jointly held by Mr. Byrne and
Ms. Byrne; 1,000,000 shares of common stock that Mr. Byrne and Ms. Byrne have the right to acquire pursuant to warrants held jointly
by them; 3,000,000 shares of common stock held by the Revocable Trust of which Mr. and Ms. Byrne are co-trustees; 2,000,000 shares
of common stock which the Revocable Trust has the right to acquire pursuant to a convertible note held by the Revocable Trust;
and 750,000 shares of common stock which the Revocable Trust has the right to acquire pursuant to warrants held by the Revocable
Trust.
5
The ownership percentages set forth above are based on there being 132,892,386 shares of common stock outstanding as of April 2,
2014, as advised by the Issuer to the Reporting Persons in connection with a private transaction (subsequent to the filing of the
Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013) by the Issuer in which the Revocable Trust
participated.
CUSIP No. 590419107s
|
13G
|
Page 4 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
James Ross Byrne Revocable Trust under Agreement dated November
21, 2013
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(see instructions)
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
5,750,000
6
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
5,750,000
6
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,750,000
6
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2%
7
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
|
|
|
|
|
6
Share ownership information is as of April 2, 2014. Includes 3,000,000 shares of common stock held by the Revocable Trust of which
Mr. and Ms. Byrne are co-trustees; 2,000,000 shares of common stock which the Revocable Trust has the right to acquire pursuant
to a convertible note held by the Revocable Trust; and 750,000 shares of common stock which the Revocable Trust has the right to
acquire pursuant to warrants held by the Revocable Trust.
7
The ownership percentages set forth above are based on there being 132,892,386 shares of common stock outstanding as of April 2,
2014, as advised by the Issuer to the Reporting Persons in connection with a private transaction (subsequent to the filing of the
Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013) by the Issuer in which the Revocable Trust
participated.
Page 5 of 9 Pages
Item 1(a).
|
Name of Issuer
|
|
|
|
The name of the issuer is Merriman Holdings, Inc. (the “Issuer”).
|
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Office
|
|
|
|
The Issuer’s principal executive offices are located at:
|
|
|
|
290 Montgomery Street, 16th Floor
|
|
San Francisco, CA 94104
|
|
|
Item 2(a).
|
Name of Person Filing
|
This statement is filed
by: James Ross Byrne (“Mr. Byrne”), Rebecca Clarke Byrne (“Ms. Byrne”) and the James Ross Byrne Revocable
Trust under Agreement dated November 21, 2013 (the “Revocable Trust,” and together with Mr. Byrne and Ms. Byrne,
the “Reporting Persons”). Mr. Byrne and Ms. Byrne are husband and wife and are co-trustees of the Revocable Trust.
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
|
|
|
The address of each of the Reporting Persons is:
|
|
|
|
320 Glenbrook Drive
|
|
Atlantis, FL 33462
|
|
|
Item 2(c).
|
Citizenship
|
Mr. Byrne and Ms. Byrne
are each a United States citizen. The Revocable Trust is governed under the laws of the State of Florida.
Item 2(d).
|
Title of Class of Securities
|
|
|
|
Common Stock, par value $0.0001 per share (the “Common Shares”).
|
|
|
Item 2(e).
|
CUSIP Number
|
|
|
|
590419107s
|
|
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Act;
|
|
|
|
|
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
|
|
|
(c)
|
¨
|
Insurance Company as defined in Section 3(a)(19) of the Act;
|
|
|
|
|
Page 6 of 9 Pages
|
(d)
|
¨
|
Investment company registered under Section 8 of the Investment Company Act of 1940;
|
|
|
|
|
|
(e)
|
¨
|
An investment adviser in accordance with Rule 13d-1(b)(1)(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)(1)(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).
|
If filing as a non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J), please specify the type of
institution:____________________________
Not applicable.
|
A.
|
James Ross Byrne
|
|
|
(a)
|
Amount beneficially owned: 10,750,000 Common Shares
|
|
|
(b)
|
Percent of class: 7.9%
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 10,750,000
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 10,750,000
|
|
|
|
|
|
|
B.
|
Rebecca Clarke Byrne
|
|
|
(a)
|
Amount beneficially owned: 10,760,000 Common Shares
|
|
|
(b)
|
Percent of class: 7.9%
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
(i)
|
Sole power to vote or to direct the vote: 10,000
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 10,750,000
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 10,000
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 10,750,000
|
|
|
|
|
|
Page 7 of 9 Pages
|
C.
|
James Ross Byrne Revocable Trust under Agreement dated November 21, 2013
|
|
|
(a)
|
Amount beneficially owned: 5,750,000 Common Shares
|
|
|
(b)
|
Percent of class: 4.2%
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 5,750,000
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 5,750,000
|
The Reporting Persons
all share voting and disposition power over the 5,750,000 Common Shares beneficially owned by the Revocable Trust, consisting of
3,000,000 Common Shares held by the Revocable Trust, 2,000,000 Common Shares which the Revocable Trust has the right to acquire
pursuant to a convertible note held by the Revocable Trust and 750,000 Common Shares which the Revocable Trust has the right to
acquire pursuant to warrants held by the Revocable Trust. In addition, Mr. Byrne and Ms. Byrne share voting and disposition
power over 4,000,000 Common Shares that they hold jointly and 1,000,000 Common Shares that they have the right to acquire pursuant
to warrants that they hold jointly. Ms. Byrne has sole voting and disposition power over 10,000 Common Shares held by her
as custodian for a son of Mr. Byrne and Ms. Byrne.
The ownership percentages
set forth above are based on there being 132,892,386 Common Shares outstanding as of April 2, 2014, as advised by the Issuer
to the Reporting Persons in connection with a private transaction (subsequent to the filing of the Issuer’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2013) by the Issuer in which the Revocable Trust participated.
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
¨
.
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
|
|
|
|
Not applicable.
|
|
|
Item 8.
|
Identification and Classification of Members of the Group
|
|
|
|
Not applicable.
|
|
|
Item 9.
|
Notice of Dissolution of Group
|
|
|
|
Not applicable.
|
|
|
Page 8 of 9 Pages
Item 10.
|
Certification
|
|
|
|
Each of the Reporting Persons hereby makes the following 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, other than
activities solely in connection with a nomination under §240.14a-11.
Page 9 of 9 Pages
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.
Dated: April 4, 2014
|
JAMES ROSS BYRNE
|
|
|
|
|
|
|
|
By:
|
/s/ James Ross Byrne
|
|
|
Name:
|
James Ross Byrne
|
|
|
|
|
|
|
|
|
|
|
REBECCA CLARKE BYRNE
|
|
|
|
|
|
|
|
By:
|
/s/ Rebecca Clarke Byrne
|
|
|
Name:
|
Rebecca Clarke Byrne
|
|
|
|
|
|
|
|
|
|
|
JAMES ROSS BYRNE REVOCABLE TRUST
|
|
Under Agreement dated November 21, 2013
|
|
|
|
|
|
|
|
By:
|
/s/ James Ross Byrne
|
|
|
Name:
|
James Ross Byrne
|
|
|
Trustee
|