SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Heller Joseph Wendell III (Last) (First) (Middle) C/O NEXTLEVEL GROUP, LLC 6800 JERICHO TURNPIKE, SUITE 120W (Street) SYOSSET NY 11791 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COUPON EXPRESS, INC. [ CPXP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/30/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	11/30/2012		P		4.1(1)		11/30/2012	(2)	Common Stock	5,125,000(1)	(3)	60.1(1)	I(4)(5)	See Footnotes(4)(5)
Common Stock Warrants (right to buy)	$0.04	11/30/2012		P		5,125,000		11/30/2012	05/31/2017	Common Stock	5,125,000	(3)	25,125,000	I(4)(5)	See Footnotes(4)(5)

1. Name and Address of Reporting Person* Heller Joseph Wendell III (Last) (First) (Middle) C/O NEXTLEVEL GROUP, LLC 6800 JERICHO TURNPIKE, SUITE 120W (Street) SYOSSET NY 11791 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kaufman Anita (Last) (First) (Middle) 6800 JERICHO TURNPIKE, SUITE 120W (Street) SYOSSET NY 11791 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NextLevel VIII, LLC (Last) (First) (Middle) 6800 JERICHO TURNPIKE, SUITE 120W (Street) SYOSSET NY 11791 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Anita Kaufman Family Partnership (Last) (First) (Middle) 6800 JERICHO TURNPIKE, SUITE 120W (Street) SYOSSET NY 11791 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AKFP-GP, LLC (Last) (First) (Middle) 6800 JERICHO TURNPIKE, SUITE 120W (Street) SYOSSET NY 11791 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Anita Kaufman NextLevel VIII Trust F/B/O Joseph Heller (Last) (First) (Middle) 6800 JERICHO TURNPIKE, SUITE 120W (Street) SYOSSET NY 11791 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pecoraro Lawrence (Last) (First) (Middle) 434 EAST 89TH STREET, APT. #1B (Street) NEW YORK NY 10128 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Preferred Stock is convertible at any time, without payment of additional consideration, into 1,250,000 shares of the Issuer's Common Stock, subject to certain adjustments.

2. The Preferred Stock has no expiration date.

3. On November 30, 2012, NextLevel VIII, LLC ("NextLevel"), in connection with the exercise of NextLevel's right of first refusal made pursuant to the Cumulative Convertible Senior Note and Warrant Purchase Agreement dated as of May 31, 2012, purchased 4.1 shares of Series A Preferred Stock and warrants to purchase 5,125,000 shares of Common Stock for an aggregate purchase price of $102,500 (or 4.1 units consisting of 1 share of Series A Preferred Stock and 1,250,000 warrants to purchase common stock at a per unit price of $25,000).

4. The reported securities are directly owned by NextLevel in NextLevel's name. All other Reporting Persons may be deemed to indirectly beneficially own the reported securities. Anita Kaufman and Joseph Heller are co-managers of NextLevel VIII, LLC, and may be deemed to share the power to vote and direct the disposition of, and to beneficially own, the reported securities. The Anita Kaufman Family Partnership LP and The Anita Kaufman Nextlevel VIII Trust FBO Joseph Heller are the two members of NextLevel VIII, LLC, and may be deemed to share the power to vote and direct the disposition of, and to beneficially own, the reported securities. AKFP-GP, LLC is the general partner of The Anita Kaufman Family Partnership LP, and may be deemed to share the power to vote and direct the disposition of, and to beneficially own, the reported securities.

5. Joseph Heller and Lawrence Pecoraro are co-trustees of The Anita Kaufman Nextlevel VIII Trust FBO Joseph Heller, and may be deemed to share the power to vote and direct the disposition of, and to beneficially own, the reported securities. Anita Kaufman is also the managing member of AKFP-GP, LLC and may be deemed to share the power to vote and direct the disposition of, and to beneficially own, the reported securities. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest in the securities.

	/s/ Joseph Heller	12/04/2012
	/s/ Anita Kaufman	12/04/2012
	/s/ Joseph Heller, NEXTLEVEL VIIII, LLC	12/04/2012
	/s/ Anita Kaufman, ANITA KAUFMAN FAMILY PARTNERSHIP LP	12/04/2012
	/s/ Anita Kaufman, AKFP-GP, LLC	12/04/2012
	/s/ Joseph Heller, ANITA KAUFMAN NEXTLEVEL VIII TRUST FBO JOSEPH HELLER	12/04/2012
	/s/ Lawrence Pecoraro	12/04/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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