$VELT News Out -
Small Company Offering and Sale of Securities Without Registration (d)
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
FORM D
OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities
1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s) x None Entity Type
0001490412
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
Velti plc
Jurisdiction of Incorporation/Organization
JERSEY
Year of Incorporation/Organization
o Over Five Years Ago
x Within Last Five Years (Specify Year) 2009
o Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
Velti plc
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
Dublin 2 IRELAND 2 353 (0) 1234 2676
3. Related Persons
Last Name First Name Middle Name
Moukas Alex
Street Address 1 Street Address 2
First Floor 28-31 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Mann David W.
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Hobley David C.D.
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Negroponte Nicholas P.
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Potamianos Phokion
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Ross Jeffrey G.
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Baker Mari
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Rau Sally J.
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Scouloudis Menelaos
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
4. Industry Group
o Agriculture Health Care o Retailing
Banking & Financial Services o Biotechnology o Restaurants
o Commercial Banking o Health Insurance Technology
o Insurance o Hospitals & Physicians o Computers
o Investing o Pharmaceuticals o Telecommunications
o Investment Banking o Other Health Care x Other Technology
o Pooled Investment Fund
Travel
o Other Banking & Financial Services o Manufacturing o Airlines & Airports
Real Estate o Lodging & Conventions
o Commercial o Tourism & Travel Services
o Construction o Other Travel
o REITS & Finance o Other
o Residential
o Other Real Estate
o Business Services
Energy
o Coal Mining
o Electric Utilities
o Energy Conservation
o Environmental Services
o Oil & Gas
o Other Energy
5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506
o Rule 504 (b)(1)(ii) o Securities Act Section 4(5)
o Rule 504 (b)(1)(iii) o Investment Company Act Section 3(c)
7. Type of Filing
x New Notice Date of First Sale 2013-04-24 o First Sale Yet to Occur
o Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No
9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
Clarification of Response (if Necessary)
11. Minimum Investment
Minimum investment accepted from any outside investor $ 0 USD
12. Sales Compensation
Recipient Recipient CRD Number o None
Jefferies LLC 2347
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
Street Address 1 Street Address 2
520 Madison Avenue 16th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10022
State(s) of Solicitation o All States o Foreign/Non-US
CALIFORNIA
NEW YORK
PENNSYLVANIA
13. Offering and Sales Amounts
Total Offering Amount $ 24794118 USD o Indefinite
Total Amount Sold $ 24794118 USD
Total Remaining to be Sold $ 0 USD o Indefinite
Clarification of Response (if Necessary)
14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 15
15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $ 1549632 USD x Estimate
Finders' Fees $ 0 USD o Estimate
Clarification of Response (if Necessary)
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$ 0 USD o Estimate
Clarification of Response (if Necessary)
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each Issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
Small Company Offering and Sale of Securities Without Registration (d)
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
FORM D
OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities
1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s) x None Entity Type
0001490412
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
Velti plc
Jurisdiction of Incorporation/Organization
JERSEY
Year of Incorporation/Organization
o Over Five Years Ago
x Within Last Five Years (Specify Year) 2009
o Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
Velti plc
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
Dublin 2 IRELAND 2 353 (0) 1234 2676
3. Related Persons
Last Name First Name Middle Name
Moukas Alex
Street Address 1 Street Address 2
First Floor 28-31 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Mann David W.
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Hobley David C.D.
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Negroponte Nicholas P.
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Potamianos Phokion
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Ross Jeffrey G.
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Baker Mari
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Rau Sally J.
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
Last Name First Name Middle Name
Scouloudis Menelaos
Street Address 1 Street Address 2
First Floor 28-32 Pembroke Street Upper
City State/Province/Country ZIP/Postal Code
Dublin 2 IRELAND 2
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
4. Industry Group
o Agriculture Health Care o Retailing
Banking & Financial Services o Biotechnology o Restaurants
o Commercial Banking o Health Insurance Technology
o Insurance o Hospitals & Physicians o Computers
o Investing o Pharmaceuticals o Telecommunications
o Investment Banking o Other Health Care x Other Technology
o Pooled Investment Fund
Travel
o Other Banking & Financial Services o Manufacturing o Airlines & Airports
Real Estate o Lodging & Conventions
o Commercial o Tourism & Travel Services
o Construction o Other Travel
o REITS & Finance o Other
o Residential
o Other Real Estate
o Business Services
Energy
o Coal Mining
o Electric Utilities
o Energy Conservation
o Environmental Services
o Oil & Gas
o Other Energy
5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506
o Rule 504 (b)(1)(ii) o Securities Act Section 4(5)
o Rule 504 (b)(1)(iii) o Investment Company Act Section 3(c)
7. Type of Filing
x New Notice Date of First Sale 2013-04-24 o First Sale Yet to Occur
o Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No
9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
Clarification of Response (if Necessary)
11. Minimum Investment
Minimum investment accepted from any outside investor $ 0 USD
12. Sales Compensation
Recipient Recipient CRD Number o None
Jefferies LLC 2347
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
Street Address 1 Street Address 2
520 Madison Avenue 16th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10022
State(s) of Solicitation o All States o Foreign/Non-US
CALIFORNIA
NEW YORK
PENNSYLVANIA
13. Offering and Sales Amounts
Total Offering Amount $ 24794118 USD o Indefinite
Total Amount Sold $ 24794118 USD
Total Remaining to be Sold $ 0 USD o Indefinite
Clarification of Response (if Necessary)
14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 15
15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $ 1549632 USD x Estimate
Finders' Fees $ 0 USD o Estimate
Clarification of Response (if Necessary)
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$ 0 USD o Estimate
Clarification of Response (if Necessary)
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each Issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
