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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Larsen Jorgen
(Last) (First) (Middle)
C/O LENCO MOBILE INC.
2025 FIRST AVENUE, STE 320
(Street)
SEATTLE WA 98121
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LENCO MOBILE INC. [ LNCM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/27/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/27/2011 A 4,966,750 A $0(1) 4,966,750(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B1 Preferred Stock $0.25 12/27/2011 A 43,790(3) (4) (5) Common Stock 17,516,000(6) (1) 43,790 D
Series B2 Preferred Stock $0.4 12/27/2011 A 30,750 (7) (8) Common Stock 7,687,500(9) (1) 30,750 D
Stock Option (Right to Buy) $0.12 04/11/2012 A 1,200,000 (10) 04/11/2022 Common Stock 1,200,000 $0.0000 1,200,000 D
Explanation of Responses:
1. Represents shares received in connection with the acquisition of iLoop Mobile, Inc. ("iLoop") pursuant to an Amended and Restated Agreement and Plan of Merger dated as of December 27, 2011 among iLoop, the issuer and its subsidiary, and the stockholders representative (the "Merger Agreement"); the Merger Agreement is filed as Exhibit 2.1 to the issuer's Report on Form 8-K filed with the SEC on December 30, 2011.
2. Includes 469,521 shares subject to forfeiture during the 18-month period following the effective date of the Amended and Restated Agreement and Plan of Merger dated as of December 27, 2011 among iLoop Mobile, Inc., the issuer and its wholly owned subsidiary, and the stockholders representative.
3. Includes 4,379 shares subject to forfeiture during the 18-month period following the effective date of the Amended and Restated Agreement and Plan of Merger dated as of December 27, 2011 among iLoop Mobile, Inc., the issuer and its wholly owned subsidiary, and the stockholders representative.
4. The Series B1 Preferred Stock is convertible into shares of the issuer's common stock at any time.
5. The Series B1 Stock has no expiration date, but is subject to automatic conversion as provided by the terms of such preferred stock.
6. The number of underlying shares is determined by dividing the stated value per share of Series B1 Preferred Stock, as adjusted for accreted dividends, by the conversion price. The number of underlying shares shown is based on the initial stated value of $100.00.
7. The Series B2 Preferred Stock is convertible into shares of the issuer's common stock at any time.
8. The Series B2 Preferred Stock has no expiration date, but is subject to automatic conversion as provided by the terms of such preferred stock.
9. The number of underlying shares is determined by dividing the stated value per share of Series B2 Preferred Stock, as adjusted for accreted dividends, by the conversion price. The number of underlying shares shown is based on the initial stated value of $100.00.
10. The option vests and becomes exercisable in 36 equal monthly installments for full vesting on April 11, 2015.
/s/ Christopher Stanton, Attorney-in-fact 05/30/2013
** 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 4 (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.
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