SEC Form 5/A · accession 0001493152-16-009357
VISCOUNT SYSTEMS INC · VSYS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 5/A). It replaces an earlier filing for the same period.
Reporting owner
Geoffrey W Arens
Director · 10% Owner
Period of report
Dec 31, 2015
Accepted (ET)
May 3, 2016 · 5:59 pm EDT
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,F2 | Mar 5, 2015 | D | 2,925,000 | — | D | 1,361,111 | I | By Dendera Capital Fund LP |
| Series B Preferred StockF3,F2 | Nov 3, 2015 | A | 11 | — | A | 11 | I | By Dendera Capital Fund LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A NoteF5,F9,F2,F4,F6,F7,F8 | $0.009 | Sep 22, 2015 | C | 1 | A | Sep 22, 2015 | — | Common Stock | 40,459,924 | 1 | I |
| Series A NoteF10,F2,F4,F6,F7,F8 | $0.009 | Nov 3, 2015 | P | 1 | A | Nov 3, 2015 | — | Common Stock | 47,820,199 | 1 | I |
| Series B NoteF10,F2,F4,F6,F7,F8 | $0.009 | Nov 3, 2015 | P | 1 | A | Nov 3, 2015 | — | Common Stock | 12,141,280 | 1 | I |
| Series A NoteF11,F10,F2,F4,F6,F7,F8 | $0.009 | Nov 3, 2015 | J | 1 | A | Nov 3, 2015 | — | Common Stock | 577,911 | 1 | I |
| Series A NoteF12,F2,F4,F6,F7,F8 | $0.009 | Dec 31, 2015 | J | 1 | A | Dec 31, 2015 | — | Common Stock | 5,907,968 | 1 | I |
| Series B NoteF13,F2,F4,F6,F7,F8 | $0.009 | Dec 31, 2015 | J | 1 | A | Dec 31, 2015 | — | Common Stock | 2,433,939 | 1 | I |
Explanation of responses
- F1The issuer issued to Dendera Capital Fund LP ("Dendera") (whose principal is Geoffrey Arens, a director of the issuer) 2,925,000 shares of common stock of the issuer, par value $0.001 per share (the "Common Stock"), on January 20, 2015. The issuer intended to issue to Dendera 200 shares of Series A Convertible Redeemable Preferred Stock of the Company (the "A Shares"). The issuer rectified this error by issuing to Dendera 200 A Shares. This curative transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to the exemptions set forth under Exchange Act Rule 16(b)-3(e), and is being reported herein to amend the reporting person's Form 4 filed with the SEC on March 5, 2015 to disclose the disposition of such Common Stock to the issuer upon the issuance of the 200 A Shares to the reporting person.
- F10In connection with a financing for general company purposes, including, but not limited to, working capital and operating expenses, Dendera was issued a Series A Note and a Series B Note, each in the original principal amount of $110,000. The original principal amount of the Series B Note reported herein is intended to amend such amount reported in the Original Filing from $270,000 to $110,000.
- F11Interest paid in a Series A Note issued to Dendera pursuant to the Series A Note which increased the amount due under such Series A Note by $5,236.
- F12Interest paid in a Series A Note issued to Dendera pursuant to the Series A Note which increased the amount due under such Series A Note by $42,891.85.
- F13Interest paid in Series B Note issued to Dendera pursuant to the Series B Note which increased the amount due under such Series B Note by $17,670.40.
- F2The reporting person is the managing partner of and 100% interest holder of Dendera.
- F3In connection with a financing for general company purposes, including, but not limited to, working capital and operating expenses, Dendera was also issued Series B Preferred Stock of the Company (the "B Shares"). Holders of B Shares do not have conversion rights or dividend rights.
- F4The conversion price of each of the 14% Senior Secured Convertible Demand Promissory A Note (each, a "Series A Note") and the 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.
- F5Upon conversion of the A Shares, Dendera was issued a Series A Note in the aggregate original principal amount of $323,251. Such principal amount was incorrectly disclosed in footnote 10 of the reporting person's Form 5 filed with the U.S. Securities and Exchange Commission on February 18, 2016 (the "Original Filing") as $433,251. The issuance of the remaining $110,000 is disclosed herein as an issuance to Dendera of a separate Series A Note in the original principal amount of $110,000 as disclosed in footnote 10 below.
- F6Each 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.
- F7Pursuant to each of the Series A Notes and Series B Note, Dendera shall not convert each Series A Note or Series B Note if such conversion results in Dendera beneficially owning more than 4.99% of the shares of Common Stock. The holder has the option to waive either of these limitations upon 61 days' notice to the issuer.
- F8The 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.
- F9On September 22, 2015, in exchange for conversion of the 212.01 A Shares held by Dendera as of such date, the issuer issued to Dendera a Series A Note. The transaction reported herein is intended to amend (i) the date of conversion of such A Shares from November 3, 2015 to September 22, 2015 and (ii) the amount of Common Stock issuable upon conversion of such Note, each as reported in the Original Filing.