SEC Form 5 · accession 0001209191-15-013757
Enerpulse Technologies, Inc. · ENPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SAIL VENTURE PARTNERS II LP
10% Owner
Sail Venture Management, LLC
10% Owner
Sail Venture Partners II, LLC
10% Owner
SAIL Exit Partners, LLC
10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Feb 13, 2015 · 5:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001495899
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 18, 2013 | J | 2,378,529 | $0.00 | D | 0 | I | By SAIL Venture Partners II, LP |
| Common StockF1,F3,F4 | Nov 18, 2013 | J | 2,378,529 | $0.00 | A | 2,378,529 | I | By SVP II Xtreme Power Joint Venture, LP |
| Common StockF5,F3,F6 | May 6, 2014 | J | 1,254,657 | $0.00 | A | 1,254,657 | I | By SAIL Exit Partners, LLC |
| Common StockF7,F4 | Jun 6, 2014 | J | 2,378,529 | $0.00 | D | 0 | I | By SVP II Xtreme Power Joint Venture, LP |
| Common StockF7,F3,F6 | Jun 6, 2014 | J | 2,378,529 | $0.00 | A | 3,633,186 | I | By SAIL Exit Partners, LLC |
| Common StockF3,F6 | Dec 15, 2014 | L | 5,000 | $0.50 | A | 3,638,186 | I | By SAIL Exit Partners, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Warrant (Right to Buy)F1,F2,F8 | $2.01 | Nov 18, 2013 | J | 515,944 | D | Sep 4, 2013 | — | Common Stock | 515,944 | 0 | I |
| Series C Warrant (Right to Buy)F1,F2,F8 | $2.74 | Nov 18, 2013 | J | 82,054 | D | Sep 4, 2013 | — | Common Stock | 82,054 | 0 | I |
| Series D Warrant (Right to Buy)F1,F2 | $2.66 | Nov 18, 2013 | J | 123,911 | D | Sep 4, 2013 | Dec 31, 2017 | Common Stock | 123,911 | 0 | I |
| Series B Warrant (Right to Buy)F1,F3,F4,F8 | $2.01 | Nov 18, 2013 | J | 515,944 | A | Sep 4, 2013 | — | Common Stock | 515,944 | 515,944 | I |
| Series C Warrant (Right to Buy)F1,F3,F4,F8 | $2.74 | Nov 18, 2013 | J | 82,054 | A | Sep 4, 2013 | — | Common Stock | 82,054 | 82,054 | I |
| Series D Warrant (Right to Buy)F1,F3,F4 | $2.66 | Nov 18, 2013 | J | 123,911 | A | Sep 4, 2013 | Dec 31, 2017 | Common Stock | 123,911 | 123,911 | I |
| Series C Warrant (Right to Buy)F9,F3,F6,F8 | $2.74 | May 6, 2014 | J | 27,352 | A | Sep 4, 2013 | — | Common Stock | 27,352 | 27,352 | I |
| Series D Warrant (Right to Buy)F10,F3,F6 | $2.66 | May 6, 2014 | J | 191,498 | A | Sep 4, 2013 | Dec 31, 2017 | Common Stock | 191,498 | 191,498 | I |
| Series B Warrant (Right to Buy)F7,F4,F8 | $2.01 | Jun 6, 2014 | J | 515,944 | D | Sep 4, 2013 | — | Common Stock | 515,944 | 0 | I |
| Series C Warrant (Right to Buy)F7,F4,F8 | $2.74 | Jun 6, 2014 | J | 82,054 | D | Sep 4, 2013 | — | Common Stock | 82,054 | 0 | I |
| Series D Warrant (Right to Buy)F7,F4 | $2.66 | Jun 6, 2014 | J | 123,911 | D | Sep 4, 2013 | Dec 31, 2017 | Common Stock | 123,911 | 0 | I |
| Series B Warrant (Right to Buy)F7,F3,F6,F8 | $2.01 | Jun 6, 2014 | J | 515,944 | A | Sep 4, 2013 | — | Common Stock | 515,944 | 515,944 | I |
| Series C Warrant (Right to Buy)F7,F3,F6,F8 | $2.74 | Jun 6, 2014 | J | 82,054 | A | Sep 4, 2013 | — | Common Stock | 82,054 | 109,406 | I |
| Series D Warrant (Right to Buy)F7,F3,F6 | $2.66 | Jun 6, 2014 | J | 123,911 | A | Sep 4, 2013 | Dec 31, 2017 | Common Stock | 123,911 | 315,409 | I |
Explanation of responses
- F1The securities were transferred by SAIL Venture Partners II, LP to SVP II Xtreme Power Joint Venture, LP, an affiliate of SAIL Venture Partners II, LP, in exchange for Class A Membership interests in SVP II Xtreme Power Joint Venture, LP.
- F10The securities were transferred from SAIL Pre-Exit Acceleration Fund, LP and SAIL Sustainable Louisiana II, LP, affiliates of the reporting entities, to SAIL Exit Partners, LLC, in exchange for Class A Membership interests in SAIL Exit Partners, LLC.
- F2These securities are owned directly by SAIL Venture Partners II, LP, of which SAIL Venture Partners II, LLC is the general partner, of which SAIL Venture Management, LLC is the manager. SAIL Venture Partners II, LLC and SAIL Venture Management, LLC are indirect beneficial owners of the reported securities.
- F3The reporting entities disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting entities are the beneficial owners of these securities for Section 16 or any other purpose.
- F4These securities are owned directly by SVP II Xtreme Power Joint Venture, LP, of which SAIL Venture Partners II, LLC is the general partner, of which SAIL Venture Management, LLC is the manager. SAIL Venture Partners II, LLC and SAIL Venture Management, LLC are indirect beneficial owners of the reported securities.
- F5The shares were transferred from SAIL Venture Partners, LP, SAIL Sustainable Louisiana II, LP, SAIL 2010 Co-Investment Partners, LP, and SAIL Pre-Exit Acceleration Fund, LP, various affiliates of the reporting entities, to SAIL Exit Partners, LLC, in exchange for Class A Membership interests in SAIL Exit Partners, LLC. The shares transferred were valued at $0.62 per share.
- F6These securities are owned directly by SAIL Exit Partners, LLC, of which SAIL Venture Partners II, LLC is the manager, of which SAIL Venture Management, LLC is the manager. SAIL Venture Partners II, LLC and SAIL Venture Management, LLC are indirect beneficial owners of the reported securities.
- F7The securities were transferred from SVP II Xtreme Power Joint Venture, LP to SAIL Exit Partners, LLC automatically on the effective date of the merger of SVP II Xtreme Power Joint Venture, LP with and into SAIL Exit Partners, LLC.
- F8The warrant does not have an expiration date.
- F9The securities were transferred from SAIL 2010 Co-Investment Partners, LP, an affiliate of the reporting entities, to SAIL Exit Partners, LLC, in exchange for Class A Membership interests in SAIL Exit Partners, LLC.