UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Cleveland BioLabs, Inc.
(Name of Issuer)
Common Stock, par value $0.005 per share
(Title of Class of Securities)
185860103
(CUSIP Number)
December 31, 2009
(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)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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*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 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 6 Pages
CUSIP No. 185860103 13G Page 2 of 6 Pages
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(1) NAMES OF REPORTING PERSONS
James W. Harpel
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
1,109,118
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
1,122,618
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,122,618
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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(12) TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 185860103 13G Page 3 of 6 Pages
Item 1.
(a) Name of Issuer
Cleveland BioLabs, Inc., a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
73 High Street, Buffalo
New York 14203
Item 2(a). Name of Person Filing
James W. Harpel (the "Reporting Person")
Item 2(b). Address of Principal Business Office
1102 North Ocean Boulevard
Palm Beach, Florida 33480
Item 2(c). Citizenship
United States
Item 2(d) Title of Class of Securities
Common Stock, par value $0.005 per share ("Common Stock")
Item 2(e) CUSIP Number
185860103
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:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
CUSIP No. 185860103 13G Page 4 of 6 Pages
(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
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
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:
As of the date of this filing, the Reporting Person beneficially
owns 1,122,618 shares of Common Stock, including 190,543 shares of Common Stock,
(of which 37,200 shares of Common Stock are held in trust for the benefit of
certain of the Reporting Person's children and grandchildren), 392,858 shares of
Common Stock issuable upon exercise of the Company's Series D warrants (the
"Warrants") (of which Warrants to purchase 78,572 shares of Common Stock are
held in trust for the benefit of certain of the Reporting Person's children) and
539,217 shares of Common Stock issuable upon conversion of the Company's Series
D shares of preferred stock (the "Preferred Stock") (of which shares of
Preferred Stock convertible into 107,844 shares of Common Stock are held in
trust for the benefit of certain of the Reporting Person's children). The
Reporting Person only has dispositive power with respect to the 13,500 shares of
Common Stock held in trusts for his grandchildren, but does not have voting
power with respect to such shares of Common Stock. Pursuant to the terms of the
Warrants and the shares of Preferred Stock (as set forth in the Company's
Certificate of Designation of Preferences, Rights and Limitations of the
Preferred Stock), the Reporting Person cannot convert or exercise any of the
Warrants or shares of Preferred Stock until such time as the Reporting Person
would not beneficially own, after any such exercise or conversion, more than
9.99% of the outstanding shares of Common Stock.
(b) Percent of class:
The Company informed the Reporting Person in writing that as of
December 31, 2009, there were 20,203,508 shares of Common Stock outstanding.
Therefore, based on the Company's total outstanding shares of Common Stock and
assuming exercise of the reported Warrants and shares of Preferred Stock, the
Reporting Person may be deemed to beneficially own 5.3% of the outstanding
shares of Common Stock of the Company.
(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
See Item 4(a)
(iii) Sole power to dispose or to direct the disposition of
CUSIP No. 185860103 13G Page 5 of 6 Pages
0
(iv) Shared power to dispose or to direct the disposition of
See Item 4(a)
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 or
Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to above 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.
CUSIP No. 185860103 13G Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information with respect to
it set forth in this statement is true, complete, and correct.
Dated: January 7, 2010
/s/ James W. Harpel
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JAMES W. HARPEL