SEC Form 5 · accession 0001493152-16-007490
VISCOUNT SYSTEMS INC · VSYS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Geoffrey W Arens
Director · 10% Owner
Period of report
Dec 31, 2015
Accepted (ET)
Feb 18, 2016 · 12:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001158387
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 23, 2015 | A | 500,000 | — | A | 1,861,111 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Redeemable Preferred StockF3,F6,F2,F4,F5 | $0.04 | Mar 31, 2015 | J | 4 | A | Mar 31, 2015 | — | Common Stock, Senior Secured Convertible Notes | 22,779 | 204 | I |
| Series A Convertible Redeemable Preferred StockF3,F6,F2,F4,F5 | $0.02 | Jun 30, 2015 | J | 4 | A | Jun 30, 2015 | — | Common Stock, Senior Secured Convertible Notes | 51,546 | 208 | I |
| Series A Convertible Redeemable Preferred StockF3,F6,F2,F4,F5 | $0.01 | Sep 30, 2015 | J | 4 | A | Sep 30, 2015 | — | Common Stock, Senior Secured Convertible Notes | 70,922 | 212 | I |
| Series A Convertible Redeemable Preferred StockF7,F8,F6,F4 | $0.016 | Nov 3, 2015 | C | 214 | D | Nov 3, 2015 | — | Common Stock, Senior Secured Convertible Notes | — | 0 | I |
| Series A NoteF10,F8,F6,F9,F11,F12 | $0.009 | Nov 3, 2015 | C | 2 | A | Nov 3, 2015 | — | Common Stock | 81,827,327 | 2 | I |
| Series B NoteF13,F6,F9,F11,F12 | $0.009 | Nov 3, 2015 | P | 1 | A | Nov 3, 2015 | — | Common Stock | 22,590,150 | 1 | I |
Explanation of responses
- F1Restricted common stock of the issuer granted to the reporting person for $0 as approved by the issuer's compensation committee. The common stock shall fully vest one year from the date of grant.
- F10Upon conversion of the A Shares, the reporting person was issued Series A Notes in the aggregate original principal amount of $433,251.
- F11Each of the Series A Notes and Series B Note may be converted (subject to certain beneficial ownership limitations), at the option of the holder at any time and from time to time, into shares of common stock of the issuer.
- F12Pursuant to each of the Series A Notes and Series B Note, the reporting person shall not convert each Series A Note or Series B Note if such conversion results in the reporting person beneficially owning more than (i) 4.99% of the issuer's outstanding common stock and (ii) 9.99% of the issuer's outstanding common stock. The holder has the option to waive either of these limitations upon 61 days' notice to the issuer.
- F13In connection with a financing for general company purposes, including, but not limited to, working capital and operating expenses, the reporting person was issued a Series B Note in the original principal amount of $110,000.
- F2The conversion price of the Series A Convertible Redeemable Preferred Stock of the Company (the "A Shares") is subject to adjustment as provided in that certain Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of Viscount Systems, Inc. (the "Certificate of Designation"), dated as of June 5, 2012, as amended from time to time.
- F3Dividends issued to the reporting person pursuant to the Certificate of Designation.
- F4The A Shares have no expiration date.
- F5Each A Share, at each holder's option, could be convertible into either common stock or senior secured convertible notes of the issuer subject to the terms contained in the Certificate of Designation and that certain Consent by Series A Holders, dated as of February 24, 2014. The number of shares reported represent the number of shares of common stock of the issuer that would be issued to the reporting person upon conversion of 1 A Share.
- F6The reporting person is the Managing Partner of and 100% interest holder of Dendera Capital Fund LP ("Dendera").
- F7On November 24, 2015, 213.937 A Shares were converted by the reporting person into two 14% Senior Secured Convertible Demand Promissory A Notes (the "Series A Notes"). The price reported represents the portion of the original principal amount to be paid to the holder of the Series A Notes after conversion of 1 A Share.
- F8On November 24, 2015, in exchange for conversion of the outstanding 213.937 A shares held by the reporting person as of such date, the issuer issued to Dendera the Series A Notes.
- F9The conversion price of each of the Series A Notes and the 14% Senior Secured Convertible Demand Promissory B Note (the "Series B Note") is subject to adjustment upon issuance of certain dividends and distributions, reorganization, consolidation or merger, stock splits, and issuance by the issuer of a security at a lower price than each such conversion price.