<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
N2H2, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
67019F104
- --------------------------------------------------------------------------------
(CUSIP Number)
7/29/99
- --------------------------------------------------------------------------------
(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).
Page 1 of 5 Pages
<PAGE> 2
CUSIP No. 67019F104
---------------------
- --------------------------------------------------------------------------------
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Hollis R. Hill
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization U.S.A.
- --------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power 0
6) Shared Voting Power 4,906,942
7) Sole Dispositive Power 0
8) Shared Dispositive Power 4,906,942
- --------------------------------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
4,906,942
- --------------------------------------------------------------------------------
10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
11) Percent of Class Represented by Amount in Row 9 23.2%
- --------------------------------------------------------------------------------
12) Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
ITEM 1.
(a) Name of Issuer:
N2H2, Inc.
(b) Address of Issuer's Principal Executive Offices:
900 Fourth Avenue, Suite 3400, Seattle, WA 98164
ITEM 2.
(a) Name of Person Filing: Hollis R. Hill
Page 2 of 5 Pages
<PAGE> 3
(b) Address of Principal Business Office or, if none, Residence:
c/o 900 Fourth Avenue, Suite 3400, Seattle, WA 98164
(c) Citizenship: U.S.A.
(d) Title of Class of Securities: Common Stock, $.001 par value
(e) CUSIP Number: 67019F104
ITEM 3. If this statement is filed pursuant to Section 240.13d-1(b) or
Section 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940;
(e) [ ] An Investment Advisor in accordance with Section
240.13(d)-1(b)(1)(ii)(E);
(f) [ ] An Employee Benefit Plan or Endowment Fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A Parent Holding Company or control person in accordance
with Section 240.13d-1(b)(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;
(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: 4,906,942
(b) Percent of Class: 23.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 4,906,942
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of
4,906,942
Page 3 of 5 Pages
<PAGE> 4
Instructions. For computations regarding securities which represent a
right to acquire an underlying security see Section 240.13d-3(d)(1).
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
[ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of an employee benefit plan,
pension fund or endowment fund is not required.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule pursuant
to Rule 13d-1(c), attach an exhibit stating the identification of the
relevant subsidiary.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant to Section
240.13d-1(b)(ii)(J), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to Section
240.13d-1(d), attach an exhibit stating the identity of each member of
the group.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
Not Applicable
ITEM 10. CERTIFICATION.
Page 4 of 5 Pages
<PAGE> 5
(a) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and 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.
NOT APPLICABLE
(b) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(c):
NOT APPLICABLE
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose or 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 of effect.
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 14, 2000
----------------------------------
Date
----------------------------------
/s/ Hollis R. Hill
----------------------------------
Signature
Hollis R. Hill, Director
----------------------------------
Name/Title
Page 5 of 5 Pages
