SEC Form 4 · accession 0001683168-17-002214
Ocean Thermal Energy Corp · CPWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jeremy Feakins
Officer — CEO and CFO · Director · 10% Owner
JPF Venture Group, Inc.
10% Owner
Period of report
Jun 23, 2015
Accepted (ET)
Aug 25, 2017 · 3:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000827099
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 6, 2016 | A | 17,341 | $3.46 | A | 272,008 | D | |
| Common StockF2,F3 | Dec 8, 2016 | L | 10,838 | $7.00 | A | 282,846 | I | See footnote |
| Common Stock | May 9, 2017 | J | 7,763,665 | $10.00 | A | 8,046,511 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory NoteF5,F8 | $0.0138 | Jun 23, 2015 | J | 50,000 | A | Jun 23, 2015 | — | Common Stock | 3,612,596 | 3,612,596 | I |
| Convertible Promissory NoteF6,F8 | $0.0138 | Nov 23, 2015 | J | 50,000 | A | Nov 23, 2015 | — | Common Stock | 3,612,596 | 7,225,192 | I |
| Convertible Promissory NoteF7,F8 | $0.0138 | Dec 21, 2016 | J | 25,000 | A | Dec 21, 2016 | — | Common Stock | 1,806,298 | 9,031,490 | I |
Explanation of responses
- F1Jeremy Feakins was granted directly a stock award of 17,341 shares of common stock pursuant to approval from the board of directors on April 6, 2016.
- F2The amount of shares reported and the price per share have been adjusted to reflect the reverse stock split that occurred on December 31, 2016 and the forward stock split that occurred on May 8, 2017, as reported in the Issuer's definitive Information Statement on Schedule 14C filed with the Security and Exchange Commission on April 13, 2017 and the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2017 (the "May 2017 Form 8-K") respectively.
- F3On December 8, 2016, JPF Venture Group, Inc. acquired 10,838 shares of the Issuer's common stock pursuant to that certain Asset Purchase Agreement, dated December 8, 2016, between TetriDyn Solutions, Inc., a Nevada corporation and JPF Venture Group, Inc., a Delaware corporation. This transaction was approved by the disinterested member of the Issuer's Board of Directors, as previously reported on the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2016. These shares are directly owned by JPF Venture Group, Inc. who is a member of a "group" with Jeremy Feakins for purposes of Section 13(d) of the Exchange Act. Mr. Feakins is the majority owner, chairman and chief executive officer of JPF Venture Group, Inc., with sole authority to take action on behalf of JPF Venture Group, Inc.
- F4On May 9, 2017, Jeremy Feakins acquired 7,763,665 shares of the Issuer's common stock pursuant to that certain Agreement and Plan of Merger, dated May 9, 2017 by and between Ocean Thermal Energy Corporation, a Delaware corporation and TetriDyn Solutions, Inc., a Nevada corporation, as reported by the Issuer in the May 2017 Form 8-K.
- F5JPF Venture Group, Inc. acquired beneficial ownership of 3,612,596 shares of the Issuer's common stock pursuant to the issuance of that certain Convertible Promissory Note dated June 23, 2015 by the Issuer to JPF Venture Group, Inc. No convertible securities are directly owned by Jeremy Feakins, who is the majority owner, chairman and executive officer of JPF Venture Group, Inc.
- F6JPF Venture Group, Inc. acquired beneficial ownership of 3,612,596 shares of the Issuer's common stock pursuant to the issuance of that certain Convertible Promissory Note dated November 23, 2015 by the Issuer to JPF Venture Group, Inc. No convertible securities are directly owned by Jeremy Feakins, who is the majority owner, chairman and executive officer of JPF Venture Group, Inc.
- F7JPF Venture Group, Inc. acquired beneficial ownership of 1,806,298 shares of the Issuer's common stock pursuant to the issuance of that certain Convertible Promissory Note dated December 21, 2016 by the Issuer to JPF Venture Group, Inc. No convertible securities are directly owned by Jeremy Feakins, who is the majority owner, chairman and executive officer of JPF Venture Group, Inc.
- F8The convertible promissory notes are demand notes, have no expiration date and may be converted at any time prior to payment.