SEC Form 3 · accession 0000902595-16-000073
EnSync, Inc. · ESNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Sep 16, 2016
Accepted (ET)
Sep 16, 2016 · 7:05 pm 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 StockF1 | holding | — | — | — | 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 StockF2,F3,F1 | $0.6678 | holding | — | — | — | — | — | Common Stock | 10,500,000 | — | I |
| Series C-2 Convertible Preferred StockF2,F4,F1 | $0.6678 | holding | — | — | — | — | — | Common Stock | 6,500,000 | — | I |
Explanation of responses
- F1Melodious International Investments Group Limited 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.
- F2Pursuant to a share purchase agreement dated as of August 30, 2016 among Melodious Investments Company Limited ("MICL"), Jilun He and SPI Solar, Inc. ("SPI"), 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.
- F3Series 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.
- F4Series C-2 Convertible Preferred Stock will only become convertible upon the completion of 15 megawatts worth of Projects and has no expiration date.