| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/27/2011 |
3. Issuer Name and Ticker or Trading Symbol
AMBIENT CORP /NY [ AMBT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Non-Qualified Stock Option(1) | (1) | 06/27/2021 | common stock, par value $0.001 | 2,000,000(1) | $0.075(1) | D | |
| Explanation of Responses: |
| 1. A non-qualified stock option was issued under the Company's 2000 Equity Incentive Plan on June 27, 2011 in connection with the employment of the reporting person as the Company's Principal Financial Officer and which is scheduled to vest in equal installments of 166,667 shares (pre-split) at the end of each 90 day period, with the first installment vesting on September 27, 2011. The option was granted prior to the implementation by the Company of a reverse stock split of its issued and outstanding shares of Common Stock at a ratio of 1 for 100 shares (the "Reverse Split). The Reverse Split became effective on July 18, 2011. Following the Reverse Split, the option is for a total of 20,000 shares of Common Stock, and will vest in equal installments of 1,667 shares at the end of each 90 day period, with the first installment vesting on September 27, 2011,at an exercise price per share of $7.50. |
| Remarks: |
| On August 3, 2011, common stock, par value $0.001 (the "Common Stock") of Ambient Corporation (the "Company") began trading on the NASDAQ Capital Market under the symbol "AMBT". |
| /s/ Mark L. Fidler | 08/11/2011 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||