Schedule 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

 (Amendment No. 5)*


GelTech Solutions, Inc.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


368537 106

(CUSIP Number)



December 31, 2013

(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)

 

 

þ

 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. 368537 106                                             13G                                             Page 2 of 4 Pages




1

 

 

 

NAME OF REPORTING PERSONS

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


Peter Cordani

 

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

 

5

SOLE VOTING POWER


1,890,662 (1)

 

 

6

SHARED VOTING POWER


271,349 (2)

 

 

7

SOLE DISPOSITIVE POWER


1,890,662 (1)

 

 

8

SHARED DISPOSITIVE POWER


271,349 (2)

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


2,162,011

 

10

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

 

¨

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


5.8% (3)

 

12

 

 

TYPE OF REPORTING PERSON


In – Individual

 


(1)  

Represents (i) 652,987 shares of common stock held in a limited liability company of which Mr. Cordani is the sole manager, (ii) options to purchase 1,151,675 shares of common stock which are vested or vest within 60 days of December 31, 2013, and (iii) 86,000 shares underlying Stock Appreciation Rights based on the issuer’s closing price on December 31, 2013.

(2)  

Represents shares of common stock held in a trust which Mr. Cordani is a trustee.

(3)  

Based on 35,996,039 shares outstanding as of December 31, 2013.



CUSIP No. 368537 106                                             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: Peter Cordani

(b)

Address of Principal Business Office or, if none, Residence 1460 Park Lane South, Suite 1, Jupiter, FL  33458

(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.  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, 2013. This Schedule 13G does not reflect acquisitions subsequent to December 31, 2013, if any.


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.




CUSIP No. 368537 106                                             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.



February 12, 2014

By:

/s/ PETER CORDANI

 

 

Peter Cordani