UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE
13D
Under the Securities
Exchange Act of 1934
(Amendment No. __)*
UNITED-GUARDIAN,
INC.
(Name of Issuer)
Common Stock, $1.10
par value per share
(Title of Class of Securities)
910571108
(CUSIP Number)
Dr. Betsee Parker
c/o Mildred F. Slater
9005 John Mosby Highway
Upperville, VA 20185
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 23, 2007
(Date of Event which Requires Filing of
this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required
on 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).
1 |
NAME OF REPORTING PERSONS
Betsee Parker |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
Not applicable |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
556,339 |
8 |
SHARED VOTING POWER
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
|
11 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
556,339 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1 |
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
|
Item 1. Security and
Issuer.
This Statement relates to the Common Stock,
$0.10 par value per share (the “Stock”), of United Guardian, Inc. (the “Company”). The Company reports
that its principal executive office is located at 230 Marcus Boulevard, Hauppauge, New York 11788.
Item 2. Identity and
Background.
(a) The name of
the person filing this Statement is Dr. Betsee Parker.
(b) The address
for Dr. Parker is c/o Mildred F. Slater, 9005 John Mosby Highway, Upperville, VA 20185.
(c) Dr. Parker’s
occupation or employment and the name, principal business and address of any corporation or other organization in which such employment
is conducted is:
(d) During the last
five years, Dr. Parker has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last
five years, Dr. Parker has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and has not as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
(f) Dr. Parker
is a citizen of the United States of America.
Item 3. Source and Amount
of Funds or Other Consideration.
Dr. Parker acquired
all of the Stock presently owned by her by inheritance under the Last Will and Testament of Irwin Uran.
Item 4. Purpose of Transaction.
Dr. Parker became the beneficial owner
(both direct and indirect) of 556,339 shares of Stock. The Stock was acquired by Dr. Parker by gift from, and by inheritance
under the Last Will and Testament of, Irwin Uran. Dr. Parker may dispose of shares of Stock, in privately negotiated or open
market transactions, on such terms and at such times as she considers advisable. Other than a possible sale to the Company or to
a third party of some of the Company Stock owned by Dr. Parker in order to diversify Dr. Parker’s holdings, Dr. Parker
has no plans or proposals which would relate to or result in:
(a) The acquisition
by any person of additional securities of the Company, or the disposition of securities of the Company, except as described above;
(b) An extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer
of a material amount of assets of the Company or any of its subsidiaries;
(d) Any change in
the present board of directors or management of the Company, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the board;
(e) Any material
change in the present capitalization or dividend policy of the Company;
(f) Any other material
change in the Company’s business or corporate structure; and
(g) changes in the
Company’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) Causing a class
of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity
securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the “Act”); or
(j) Any action similar
to any of those enumerated above.
Item 5. Interest in Securities
of the Issuer.
(a) The aggregate
number and percentage of the class of outstanding Stock beneficially owned by Dr. Parker as of October 31, 2014 is 556,339
shares and 12.1%, respectively. All are owned directly by Dr. Parker.
(b) Dr. Parker
has the sole power to vote and dispose of the 556,339 shares of the Stock to which this Statement relates.
(c) There were no
transactions by Dr. Parker in the class of Stock to which this Statement relates during the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Dr. Parker is
not a party to any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the
securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss or the giving or withholding
of proxies.
Item 7. Material to Be
Filed as Exhibits.
None.
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.
Dated: October 20, 2014
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/s/ Dr. Betsee Parker |
|
|
Dr. Betsee Parker |
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