SEC Form 3 · accession 0001104659-16-140739
Energous Corp · WATT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 9, 2016
Accepted (ET)
Aug 19, 2016 · 5:09 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 StockF1 | holding | — | — | — | 81,667 | I | By Spouse | |
| Common StockF1,F2 | holding | — | — | — | 315,462 | I | See footnote | |
| Common StockF1,F3 | holding | — | — | — | 133,333 | I | By Trust | |
| Common StockF1,F4 | holding | — | — | — | 133,333 | I | By Trust | |
| Common StockF1,F5 | holding | — | — | — | 1,618,123 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1 | $23.00 | holding | — | — | — | Feb 13, 2017 | Aug 12, 2021 | Common Stock | 809,061 | — | D |
| WarrantF1 | $23.00 | holding | — | — | — | Feb 13, 2017 | Aug 12, 2021 | Common Stock | 809,062 | — | I |
| WarrantF1 | $3.60 | holding | — | — | — | May 19, 2013 | Mar 31, 2019 | Common Stock | 13,889 | — | I |
Explanation of responses
- F1Malcolm Fairbairn is a 10% owner of the shares of common stock (the "Shares") of Energous Corporation, a Delaware corporation (the "Issuer"). Malcolm Fairbairn, Emily Fairbairn, Valley High Limited Partnership, Valley High Capital LLC, Nina Fairbairn Irrevocable Trust September 30, 2011, Grant Fairbairn Irrevocable Trust September 30, 2011, Ascend Legend Master Fund, Ltd., Ascend Legend Fund, Ltd., Ascend Partners Fund I, Ltd., Ascend Capital Limited Partnership and Ascend Capital, LLC are members of a 10% group of the Issuer. Please see the Form 3 with respect to the Issuer filed on August 19, 2016 by Ascend Legend Master Fund, Ltd. for more information regarding the Shares held by Ascend Legend Master Fund, Ltd., Ascend Legend Fund, Ltd., Ascend Partners Fund I, Ltd., Ascend Capital Limited Partnership and Ascend Capital, LLC.
- F2Valley High Limited Partnership is the direct beneficial owner of these Shares. Valley High Capital LLC is the general partner of Valley High Limited Partnership. Malcolm Fairbairn and Emily Fairbairn are the managing members of Valley High Capital LLC. Valley High Capital LLC, Malcolm Fairbairn and Emily Fairbairn are indirect beneficial owners of these Shares.
- F3Nina Fairbairn Irrevocable Trust September 30, 2011 is the direct beneficial owner of these Shares. Malcolm Fairbairn and Emily Fairbairn are co-trustees of the Nina Fairbairn Irrevocable Trust September 30, 2011. Malcolm Fairbairn and Emily Fairbairn are indirect beneficial owners of these Shares.
- F4Grant Fairbairn Irrevocable Trust September 30, 2011 is the direct beneficial owner of these Shares. Malcolm Fairbairn and Emily Fairbairn are co-trustees of the Grant Fairbairn Irrevocable Trust September 30, 2011. Malcolm Fairbairn and Emily Fairbairn are indirect beneficial owners of these Shares.
- F5These Shares are directly held by Ascend Legend Master Fund, Ltd., which has filed a separate Form 3 with respect to these Shares on August 19, 2016. Malcolm Fairbairn is an indirect beneficial owner of these Shares.