SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. )*


GelTech Solutions, Inc.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


368537 106

(CUSIP Number)



December 31, 2008

(Date of Event which Requires Filing of this Statement)


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


 

 Rule 13d-1(b)

 

 

 

 Rule 13d-1(c)

 

 

X

 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 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).

 





CUSIP No. 

13G

Page 2 of 4 Pages




1

 

 

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Phillip D. O’Connell, Jr.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

 

 

 

(b)

 

 

 

 

3

 

 

SEC USE ONLY


4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

                              

NUMBER OF

5

SOLE VOTING POWER

1,231,964

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

95,241

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER

1,231,964

WITH

 

 

8

SHARED DISPOSITIVE POWER

95,241

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,231,964 which includes: (i) 87,274 shares of common stock held jointly with his wife, (ii) 7,967 shares of common stock owned by a limited liability company whereby Mr. O’Connell and his wife are the sole managers and members, (iii) 49,219 shares of common stock owned by a limited liability company whereby Mr. O’Connell is the sole manager, (iv) 606,187 (1) shares of common stock held in the Phil D. O’Connell, Jr. Irrevocable Trust of which Mr. O’Connell is the trustee, (v) 60,000 shares of common stock held in trust whereby Mr. O’Connell is the trustee (vi) 474,058 warrants held individually, and (vii) 42,500 options held individually.


10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

 

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.8%

12

 

 

TYPE OF REPORTING PERSON*

In - Individual







CUSIP No. 

13G

Page 3 of 4 Pages



Item 1.


(a)

Name of Issuer: GelTech Solutions, Inc.

(b)

Address of Issuer’s Principal Executive Offices: 1460 Park Lane South, Suite 1, Jupiter, FL  33458


Item 2.


(a)

Name of Person Filing: Phillip D. O’Connell, Jr

(b)

Address of Principal Business Office or, if none, Residence 515 North Flagler Drive, Suite 1900

(c)

Citizenship: United States of America

(d)

Title of Class of Securities: Common Stock

(e)

CUSIP Number: 368537 106



Item 3.

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


Not Applicable.


Item 4.

Ownership.


See Item 5 through 9 and 11 of cover page(s) as to each reporting person. The amount beneficially owned includes, where appropriate, securities not outstanding which are subject to options, warrants, rights or conversion privileges that are exercisable within 60 days of December 31, 2008.


Item 5.

Ownership of Five Percent or Less of a Class.


Not Applicable.


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


Not Applicable.


(1) Includes 10,000 shares owned by Phillip D. O’Connell’s wife.  Mr. O’Connell disclaims beneficial ownership of these shares and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 13 or for any other purpose.





CUSIP No. 

13G

Page 4 of 4 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.


Date: February 17, 2009


 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ PHILLIP D. O’CONNELL, JR. 

 

 

 

Phillip D. O’Connell, Jr.