UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
	MOBIVITY HOLDINGS CORP.
(Name of Issuer)
	COMMON STOCK
(Title of Class of Securities)
			60743E105
(CUSIP Number)
		12/31/2012
(Date of Event Which Requires Filing of the Statement)

 

 

 

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

 

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ 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 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. 60743E105
1)	Names of Reporting Persons.
	I.R.S. Identification Nos. of Above Persons (entities only)
	Robert B. Prag
2)	Check the Appropriate Box if a Member of a Group	(a) ¨
	(See Instructions)	(b) ¨
3)	SEC Use Only
4)	Citizenship or Place of Organization
	USA

 

Number of Shares	5) Sole Voting Power 1,461,418
Beneficially	6) Shared Voting Power 500,000
Owned by Each	7) Sole Dispositive Power 1,461,418
Reporting	8) Shared Dispositive Power 500,000
Person With

 

9)	Aggregate Amount Beneficially Owned by Each Reporting Person
	1,961,418
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11)	Percent of Class Represented by Amount in Item 9
	8.4%
12)	Type of Reporting Person (See Instructions)
	IN

 

  

ITEM 1.

 

(A)	NAME OF ISSUER: Mobivity Holdings Corp.

 

(B)	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE

58 W. Buffalo St.; #200; Chandler, AZ 85225

 

ITEM 2.

 

(A)	NAME OF PERSONS FILING

Robert B. Prag

 

(B)	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE

2455 El Amigo Road; Del Mar, CA 92014

 

(C)	CITIZENSHIP

USA

 

(D)	TITLE OF CLASS OF SECURITIES

Common Stock

 

(E)	CUSIP NUMBER

60743E105

 

 

ITEM 3.

 

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

 

(a)

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

 

(b)

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

 

(c)

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

 

(d)

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

 

(e)

___ An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E).

 

(f)

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

 

(g)

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

 

(h)

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

 

(i)

___ 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)

___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

 

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: Robert B. Prag is the record holder of the following securities of Mobivity Holdings Corp.(“Issuer”): (i) 1,398,084 shares of common stock; and (ii) Warrants entitling him to purchase from the Issuer 63,334 shares of common stock for $.50 per share.

 

Mr. Prag is the trustee of The Del Mar Consulting Group, Inc. Retirement Plan Trust (the “Trust”), which Trust is the record holder of the following securities of Issuer: (i) 500,000 shares of common stock. As Robert B. Prag is the Trustee and a beneficial owner of The Del Mar Consulting Group, Inc. Retirement Plan Trust, he would be deemed to be the beneficial owner of these 500,000 shares of common stock as well.

 

  

(b)

Percent of class:

8.4%

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 1,461,418

 

(ii)

Shared power to vote or to direct the vote: 500,000

 

(iii)

Sole power to dispose or to direct the disposition of: 1,461,418

 

(iv)

Shared power to dispose or to direct the disposition of: 500,000

 

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.

 

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

 

  

ITEM 10.

CERTIFICATION.

 

By signing below we certify that, to the best of our 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.

 

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:

 

	By:	/s/ Robert B. Prag
		Name: Robert B. Prag
		Title: