UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
WAVE SYSTEMS CORP.
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
(CUSIP Number)
December 31, 1998
(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>
CUSIP No. 943526 10 3
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
John E. McConnaughy, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
373,000
NUMBER OF
----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY None
----------------------------------------------------
OWNED BY EACH 7 SOLE DISPOSITIVE POWER
REPORTING 373,000
----------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
373,000
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10 CHECK 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
1.3%
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12 TYPE OF REPORTING PERSON
IN
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<PAGE>
ITEM 1. (a) Name of Issuer:
Wave Systems Corp.
(b) Address of Issuer's Principal Executive Offices:
480 Pleasant Street
Lee, Massachusetts 01238
ITEM 2. (a) Name of Person Filing:
John E. McConnaughy, Jr.
(b) Address of Principal Business Office:
The following is the address of the principal business
office of the filing person:
JEMC Corp.
1011 High Ridge Road
Stamford, Connecticut 06905
(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) or (c), check whether the person filing is a:
Not applicable.
ITEM 4. Ownership
(a) As of December 31, 1998, the reporting person
beneficially owned 373,000 shares of Class A Common Stock.
Of such amount, 4,000 shares are shares of Class A Common
Stock, 335,000 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 34,000 shares represent shares of
Class A Common Stock issuable upon the exercise of options
presently exercisable or exercisable within 60 days.
(b) The reporting person's Class A Common Stock ownership as
of December 31, 1998 represented 1.3% of the outstanding
Class A Common Stock as of that date.
(c) The reporting person has sole power to vote and to
dispose of 373,000 shares of Class A Common Stock.
<PAGE>
ITEM 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact 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 (x).
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.
<PAGE>
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 12, 1999
/s/ John E. McConnaughy, Jr.
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John E. McConnaughy, Jr.
