SEC Form 3 · accession 0000950103-17-006626
Energous Corp · WATT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
DIALOG SEMICONDUCTOR PLC
10% Owner
Period of report
Jun 28, 2017
Accepted (ET)
Jul 10, 2017 · 4:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001575793
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.00001 par value per share | holding | — | — | — | 1,739,691 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F1,F2 | $17.0257 | holding | — | — | — | May 10, 2017 | Nov 9, 2019 | Common Stock, $0.00001 par value per share | 763,552 | — | D |
| Warrant (right to buy)F3 | $19.9766 | holding | — | — | — | Jan 6, 2018 | Jul 5, 2020 | Common Stock, $0.00001 par value per share | 654,013 | — | D |
Explanation of responses
- F1Reflects warrants acquired by Dialog Semiconductor plc ("Dialog") pursuant to that certain Securities Purchase Agreement, dated November 9, 2016, by and between Dialog and Energous Corporation (the "Issuer").
- F2The terms of such warrants provide that such warrants are required to be exercised on a net share settlement basis, such that the number of shares of common stock (the "Shares") to be delivered by the Issuer on the exercise of such warrant equals the quotient of (x) the product of the number of Shares as to which such warrant is being exercised and the difference between the market price of the Shares on the exercise date and the exercise price of the warrant and(y) the market price of the Shares on the exercise date (provided that if the calculation results in a negative number, no Shares are issuable upon exercise of the warrant). Dialog has included all Shares underlying such warrants, notwithstanding that such mandatory net share settlement terms preclude Dialog from receiving all underlying Shares on exercise of the warrant.
- F3Reflects warrants acquired by Dialog pursuant to that certain Securities Purchase Agreement, dated June 28, 2017, by and between Dialog and the Issuer. The terms of such warrants provide that such warrants are required to be exercised on a net share settlement basis, such that the number of Shares to be delivered by the Issuer on the exercise of such warrant equals the quotient of (x) the product of the number of Shares as to which such warrant is being exercised and the difference between the market price of the Shares on the exercise date and the exercise price of the warrant and (y) the market price of the Shares on the exercise date (provided that if the calculation results in a negative number, no Shares are issuable upon exercise of the warrant). Dialog has included all Shares underlying such warrants, notwithstanding that such mandatory net share settlement terms preclude Dialog from receiving all underlying Shares on exercise of the warrant.