(Amendment No. ___)*
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*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
).
SCHEDULE 13G
1
|
Names of Reporting Persons
|
Cowen Prime Advisers, a division of Cowen Prime Services LLC (“CPS”)
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) [ ]
(b) [x]
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
|
Delaware Limited Liability Company
|
Number of Shares Beneficially Owned by
Each Reporting Person With:
|
5
|
Sole Voting Power
|
0
|
6
|
Shared Voting Power
|
0
|
7
|
Sole Dispositive Power
|
0
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
N/A
|
11
|
Percent of class represented by amount in row (9)
|
0
|
12
|
Type of Reporting Person (See Instructions)
|
IA, BD
|
|
|
|
|
Page 2 of 6
Item 1.
(a) Name
of Issuer: ARI Network Services, Inc.
(b) Address
of Issuer’s Principal Executive Offices: 10850 West Park Place, Suite 1200, Milwaukee, WI 53224
Item 2.
|
(a)
|
Name of Person Filing: Cowen Prime Advisers, a division of Cowen Prime Services LLC
|
|
|
|
|
(b)
|
Address of Principal Business Office or, if None, Residence: 599 Lexington Avenue, Floor 21,
New York, NY 10022
|
|
|
|
|
(c)
|
Citizenship: Delaware Limited Liability Corporation
|
|
|
|
|
(d)
|
Title and Class of Securities: Common Stock
|
|
|
|
|
(e)
|
CUSIP No.: 001930205
|
|
|
|
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
[
x
] 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)
|
[
x
] 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 associations 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)
|
[_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
(k)
|
[_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
|
Page 3 of 6
Item 4. Ownership
(a) Amount
Beneficially Owned:
0
(b) Percent
of Class: 0
(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: 0
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
NOTE 1:
Cowen Prime Advisers
(“CPA”), a division of Cowen Prime Services LLC (“CPA”) is a registered investment adviser under the Investment
Advisers Act of 1940. CPS is also registered as a broker-dealer with the SEC, as an Introducing Broker with the CFTC, a member
of FINRA and a member of NFA. In its role as investment adviser, CPA possesses discretionary investment authority to determine
the identity and amount of securities to be bought and sold, including the securities reported in this schedule. All securities
reported in this schedule are owned by various clients, who have retained sole proxy voting authority over all of the shares. However,
CPA has sole authority to dispose of the position as appropriate. The filing of this Schedule 13G should not be construed as an
admission that CPA or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any purpose
other than filings required to be made under Section 13(d) of the Securities Exchange Act of 1934 and related rules.
NOTE 2:
CPA reported this
issuer and the same total number of shares beneficially owned by CPA as discretionary investment manager in the Information Table
filed by CPA as part of its 4th quarter 2017 Form 13F filing.
NOTE 3:
Mr. Andrew Wiener,
one of the portfolio managers of the CPA Samjo Investment Program (“SI”), is also the sole Managing Member of Samjo
Capital, LLC and Samjo Management, LLC which serve as the General Partner and Management Company, respectively, of Samjo Partners,
LP, an investment partnership (hedge fund) and HAFF Partners LP, a family investment partnership, both of which employ investment
strategies that are similar to those employed in the CPA SI program. Samjo Capital, LLC, Samjo Management, LLC, Samjo Partners,
LP and HAFF Partners LP are not affiliated with CPA. Mr. Wiener, along with his fellow CPA SI portfolio managers identified below,
is responsible for the decision to invest client accounts of CPA SI in shares of this issuer. In addition to Mr. Wiener’s
portfolio management responsibilities for CPA SI, Mr. Wiener may invest, and from time to time has, invested assets of his non-CPA
clients in shares of this same issuer. However, because these non-CPA clients are an unaffiliated outside business activity
of Mr. Wiener over which CPA has no control or other relationship, CPA does not make joint filings with respect to any shares of
the issuer held by any non-CPA clients. To the best of CPA’s knowledge and belief, Mr. Wiener reports the ownership of shares
by such non-CPA clients separately to the extent required and is identified as the reporting person.
Mr. David Drucker is one of the
portfolio managers of the CPA SI program. Mr. Drucker shares investment discretion with Mr. Wiener with respect to the decision
to invest client accounts of CPA SI in shares of this issuer.
Page 4 of 6
Mr. Adam Fisher is one of the portfolio
managers of the CPA SI program. Mr. Fisher also shares investment discretion with Mr. Wiener with respect to the decision
to invest client accounts of CPA SI in share of this issuer.
Mr. Irwin Silverberg is the portfolio
manager of CPA I.S. Value program (“ISV”). Mr. Silverberg is responsible for the decision to invest client accounts
of CPA ISV in shares of this issuer.
|
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
[X].
|
Item 6.
|
Ownership of more than Five Percent on Behalf of Another Person.
|
The securities as to which this
Schedule is filed by CPA, in its capacity as investment adviser, are owned of record by individual clients. The clients have the
right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. To
the best of CPA’s knowledge and belief, no such client is known to have such right or power with respect to more than five
percent of this class of securities. The filing of this statement shall not be construed as an admission that CPA is, for the
purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement.
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.
Not applicable
Item 9. Notice of Dissolution
of Group.
Not applicable
Item 10. Certifications.
|
|
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, other than activities solely in connection
with a nomination under §240.14a-11.
|
Page 5 of 6
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:
/s/ Signature
Robert E. Moore
Managing Director/Head of Global Sales and Trading
The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence
of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a
power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 6 of 6