SEC Form 5 · accession 0001493152-16-008305

VISCOUNT SYSTEMS INC · VSYS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents the amount of securities of the issuer indirectly held by James A. Cacioppo ("Cacioppo"), as of May 19, 2015, the date on which Cacioppo was appointed to the board of directors of the issuer. These securities are the entire amounts held by One East Partners Master, L.P. ("OEP Master") or One East Partners Opportunities, L.P. ("OEP Opportunities"), investment funds managed by Cacioppo and in which Cacioppo possesses an indirect pecuniary ownership interest of only a portion of these interests.
• F10On September 22, 2015, in exchange for conversion of the outstanding 325.768 A Shares held by OEP Master and 643.241 A Shares held by OEP Opportunities as of such date, the issuer issued to each of OEP Master and OEP Opportunities the Series A Notes.
• F11The 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.
• F12Upon conversion of the A Shares, OEP Master was issued a Series A Note in the aggregate original principal amount of $488,651.
• F13Each 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.
• F14Pursuant to each of the Series A Notes and Series B Note, as applicable, neither OEP Master nor OEP Opportunities shall convert a Series A Note or Series B Note if such conversion results in such holder 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. Each holder has the option to waive either of these limitations upon 61 days' notice to the issuer.
• F15Upon conversion of the A Shares, OEP Opportunities was issued a Series A Note in the original principal amount of $964,862.
• F16In connection with a financing for general company purposes, including, but not limited to, working capital and operating expenses, OEP Master was issued a Series A Note and a Series B Note, each in the original principal amount of $220,000.
• F17Dividends paid in Series A Notes issued to each of OEP Master and OEP Opportunities pursuant to the Series A Notes which increased the amount due under such Series A Notes by $8,046 and $15,885, respectively.
• F18The number of shares reported represent the number of shares of Common Stock that would be issued upon conversion of the Series A Note or Series B Note, as applicable, as of the date of such Series A Note or Series B Note dividends.
• F19Dividends paid in Series A Notes issued to each of OEP Master and OEP Opportunities pursuant to the Series A Notes which increased the amount due under such Series A Notes by $70,953 and $97,093.95, respectively.
• F2These securities are held by OEP Master, an investment fund for which One East Capital Advisors ("OEP Advisors") acts as investment advisor, and with respect to which OEP Advisors shares voting and investment control. Cacioppo is the managing partner of OEP Advisors and controls the voting and investment decisions of OEP Advisors. (Continued in footnote 3).
• F20As of the end of the issuer's fiscal year, OEP Master held Series A Notes in the aggregate principal amount of $787,650, which are convertible into 108,491,735 shares of Common Stock and a Series B Note in the aggregate principal amount of $255,340.80, which is convertible into 35,170,909 shares of Common Stock.
• F21As of the end of the issuer's fiscal year, OEP Opportunities held a Series A Note in the aggregate principal amount of $1,077,840.95, which is convertible into 148,462,941 shares of Common Stock.
• F22Dividends paid in Series B Notes issued to OEP Master pursuant to the Series B Note which increased the amount due under such Series B Note by $35,340.80.
• F3Cacioppo disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership of such securities for Section 16 purposes or any other purpose.
• F4These securities are held by OEP Opportunities, an investment fund for which OEP Advisors acts as an investment advisor, and with respect to which OEP Advisors shares voting and investment control. Cacioppo is the managing partner of OEP Advisors and controls the voting and investment decisions of OEP Advisors. (Continued in footnote 3)
• F5The conversion price of the Series A Convertible Redeemable Preferred Stock of the issuer (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., dated as of June 5, 2012, as amended from time to time (the "Certificate of Designation").
• F6The A Shares have no expiration date.
• F7Each A Share, at each holder's option, could be convertible into either common stock of the issuer ("Common Stock") or senior secured convertible notes of the issuer subject to the termscontained 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 that would be issued upon conversion of 1 A Share.
• F8Dividends paid in A Shares issued to each of OEP Master and OEP Opportunities pursuant to the Certificate of Designation.
• F9On September 22, 2015, 325.768 A Shares held by OEP Master and 643.241 A Shares held by OEP Opportunities were converted by OEP Master and OEP Opportunities, respectively, into 14% Senior Secured Convertible Demand Promissory A Notes (the "Series A Notes").

Remarks

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