SEC Form 4 · accession 0001387131-17-000013
BLUE SPHERE CORP. · BLSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Elroy Amitzur
Officer — Executive Vice President
Period of report
Dec 30, 2016
Accepted (ET)
Jan 3, 2017 · 4:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001419582
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F3 | Dec 30, 2016 | A | 850,000 | — | A | 4,088,514 | I | By Renewable Energy Management Services |
| Common Stock, par value $0.001 per shareF2,F3 | Dec 30, 2016 | A | 1,750,000 | — | A | 5,838,514 | I | By Renewable Energy Management Services |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock AwardF4,F3 | — | Dec 30, 2016 | D | 1,750,000 | A | — | — | Common Stock, par value, $0.001 per share | 1,750,000 | 291,667 | I |
Explanation of responses
- F1The 850,000 shares of Common Stock acquired by the reporting person represent 850,000 shares which vested on the one-year anniversary of and became issuable pursuant to the Service Agreement, dated November 15, 2015, between Mr. Amitzur, JLS Advanced Investment Holdings Ltd. ("JLS") and Blue Sphere Corporation, as modified by Addendum No. 1 to Service Agreement, dated December 29, 2016, between Mr. Amitzur, JLS, Renewable Energy Management Services and Blue Sphere Corporation. Pursuant to such Addendum No. 1, the right to acquire shares of Common Stock under the Service Agreement was transferred to Renewable Energy Management Services.
- F2The 1,750,000 shares of Common Stock acquired by the reporting person represent 1,750,000 shares awarded pursuant to a stock award under the Issuer's Global Share and Options Incentive Enhancement Plan (2014) (the "2014 Incentive Plan") which vested during 2016. The stock award under the 2014 Incentive Plan was granted on February 24, 2015 for 3,500,000 shares of Common Stock and vests in quarterly installments. As of the date of this report, 3,208,333 of such shares have been issued and 291,667 of such shares have not vested and have not been issued. The 291,667 shares that have not yet vested and not been issued are not included in the number of securities beneficially owned in Table I, Column 5 of this report.
- F3The securities acquired in Table I, Column 4 and reported in Table II, Column 9 of this report are beneficially owned by Renewable Energy Management Services, a wholly owned subsidiary of RR Water Projects Ltd., which is owned and controlled by Mr. Amitzur and his wife. Therefore, Mr. Amitzur is deemed to have indirect beneficial ownership of such securities. Securities previously reported as beneficially owned by JLS under Table II, Column 9 of this report were issued to Renewable Energy Management Services.
- F4The stock award under the 2014 Incentive Plan was granted on February 24, 2015 for 3,500,000 shares of Common Stock and vests in quarterly installments. As of the date of this report, 3,208,333 of such shares have been issued and 291,667 of such shares have not vested and have not been issued.