SEC Form 3 · accession 0000899243-15-001301
EnSync, Inc. · ESNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Solar Power, Inc.
10% Owner
Period of report
Jul 13, 2015
Accepted (ET)
Jul 16, 2015 · 10:05 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001140310
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share ("Common Stock")F1 | holding | — | — | — | 8,000,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF2,F3 | $0.6678 | holding | — | — | — | — | — | Common Stock | 42,000,000 | — | D |
| WarrantF4 | $0.7346 | holding | — | — | — | — | — | Common Stock | 50,000,000 | — | D |
Explanation of responses
- F1Solar Power, Inc. (the "Reporting Person") is the beneficial owner of 8,000,000 shares of Common Stock.
- F2The Reporting Person is the beneficial owner of 28,048 shares of the issuer's Series C convertible Preferred Stock (the "Subscribed Preferred Shares") convertible into 42,000,000 shares of Common Stock. Pursuant to certain securities purchase agreement (the "Securities Purchase Agreement") by and between the Reporting Person and the issuer dated April 17, 2015, the Subscribed Preferred Shares are convertible at a conversion price of $0.6678, prepaid at the closing (the "Closing") of the transactions contemplated under the Securities Purchase Agreement; provided, that (A) the first one-fourth of the Subscribed Preferred Shares only become convertible upon the completion of five megawatts worth of solar projects (the "Projects") in accordance with certain supply agreement by and between the Reporting Person and the issuer dated July 13, 2015,
- F3(Continued from footnote 2) (B) the second one-fourth only become convertible upon the completion of 15 megawatts worth of Projects, (C) the third one-fourth only become convertible upon the completion of 25 megawatts worth of Projects and (D) the last one-fourth only become convertible upon the completion of 40 megawatts worth of Projects.
- F4The Reporting Person is the beneficial owner of a warrant (the "Warrant") to purchase 50,000,000 shares of Common Stock at an exercise price equal to $0.7346. The Warrant has a four year term beginning on the date of the Closing and only becomes exercisable upon the completion of 40 megawatts worth of Projects.