UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
WAVE SYSTEMS CORP.
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
943526 10 3
(CUSIP Number)
* 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>
CUSIP No. 943526 10 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter J. Sprague
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(Not Applicable) (b) [ ]
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3 SEC USE ONLY
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4 CITIZEN OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
2,004,499
NUMBER OF
----- -----------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY None
----- -----------------------------------------------
OWNED BY EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,004,499
----- -----------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
- ------- ------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,004,499
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(Not Applicable)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22%
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12 TYPE OF REPORTING PERSON
IN
- ------- ------------------------------------------------------------------------
<PAGE>
ITEM 1. (a) Name of Issuer:
Wave Systems Corp.
(b) Address of Issuer's Principal Executive Offices:
540 Madison Avenue
38th Floor
New York, New York 10022
ITEM 2. (a) Name of Person Filing:
Peter J. Sprague
(b) Address of Principal Business Office:
540 Madison Avenue
38th Floor
New York, New York 10022
(c) Citizenship:
United States
(d) Title of Class of Securities:
Class A Common Stock, par value $.01 per share
("Class A Common Stock")
(e) CUSIP Number:
943526 10 3
ITEM 3. If this Statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not applicable.
Item 4 is changed in its entirety as follows:
Item 4. Ownership
(a) As of December 31, 1996, the reporting person
beneficially owned 2,004,499 shares of Class A Common Stock. Of
such amount, 1,673,834 shares are shares of Class B Common Stock
which are convertible into shares of Class A Common Stock on a
one-for-one basis, and 330,665 shares represent shares of Class B
Common Stock issuable upon the exercise of presently exercisable
warrants and options.
(b) The reporting person's Class A Common Stock ownership as
of December 31, 1996 represented 22% of the outstanding Class A
Common Stock based upon the outstanding share figure stated in
the Company's most recent Form 10-Q.
(c) The reporting person has sole power to vote and to
dispose of 2,004,499 shares of Class A Common Stock.
ITEM 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6 is changed in its entirety as follows:
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
Of the shares reported herein, 320,000 shares of Class B
Common Stock are held in trust for the benefit of Mr. Sprague's
adult children. Mr. Sprague disclaims beneficial ownership of
such shares.
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.
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.
By: /s/ Peter J. Sprague
-----------------------
Peter J. Sprague
Date: February 10, 1997
