SEC Form 4 · accession 0000899243-16-034239
EnSync, Inc. · ESNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jilun He
10% Owner
Period of report
Nov 21, 2016
Accepted (ET)
Nov 23, 2016 · 10:34 am EST
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 StockF1 | Nov 21, 2016 | P | 70,563 | $0.936 | A | 7,614,746 | D | |
| Common StockF2 | Nov 22, 2016 | P | 511,150 | $0.996 | A | 8,125,896 | D | |
| Common StockF3 | Nov 23, 2016 | P | 425,097 | $1.042 | A | 8,550,993 | D | |
| Common StockF4,F5 | Oct 25, 2016 | P | 8,000,000 | $0.68 | A | 8,000,000 | I | By Melodious Investments Company Limited |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C-1 Convertible Preferred StockF6,F7,F5 | $0.6678 | holding | — | — | — | — | — | Common Stock | 10,500,000 | 10,500,000 | I |
| Series C-2 Convertible Preferred StockF6,F8,F5 | $0.6678 | holding | — | — | — | — | — | Common Stock | 6,500,000 | 6,500,000 | I |
Explanation of responses
- F1This transaction was executed in multiple trades at prices ranging from $0.93 to $0.95; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
- F2This transaction was executed in multiple trades at prices ranging from $0.913 to $1.05; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
- F3This transaction was executed in multiple trades at prices ranging from $1.016 to $1.05; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
- F4Pursuant to a share purchase agreement (the "Share Purchase Agreement") dated as of August 30, 2016 among Melodious Investments Company Limited ("MICL"), Jilun He and SPI Solar, Inc. ("SPI"), MICL purchased an aggregate of 8,000,000 shares of the issuer's Common Stock at a per share price of $0.68 on October 25, 2016.
- F5Jilun He currently owns the entire outstanding share capital of Melodious International Investments Group Limited, which currently owns the entire outstanding share capital of Melodious Investments Company Limited which directly holds (i) 8,000,000 shares of the issuer's Common Stock, and (ii) 7,012 shares of the issuer's Series C-1 Convertible Preferred Stock and 4,341 shares of the issuer's Series C-2 Convertible Preferred Stock. Jilun He is the sole director of Melodious International Investments Group Limited and Melodious Investments Company Limited.
- F6Pursuant to the Share Purchase Agreement, MICL has the right to request SPI to repurchase such Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock (the "Preferred Shares") at a price of US$1,018.25 per share, plus an uncompounded 10% annual interest in the event any of the Preferred Shares is not converted into Common Stock of the issuer within six months following the closing date under the share purchase agreement.
- F7Series C-1 Convertible Preferred Stock will only become convertible upon the completion of five megawatts worth of solar projects (the "Projects") in accordance with certain supply agreement by and between Solar Power, Inc. and the issuer dated July 13, 2015 and has no expiration date.
- F8Series C-2 Convertible Preferred Stock will only become convertible upon the completion of 15 megawatts worth of Projects and has no expiration date.