SEC Form 3 · accession 0001144204-18-063871
ENERGY FOCUS, INC/DE · EFOI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
James Tu
Other
Jiangang Luo
Other
Cleantech Global Ltd
Other
Gina Huang
Other
Yeh Mei-Hui Cheng
Other
Period of report
Nov 30, 2018
Accepted (ET)
Dec 10, 2018 · 5:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000924168
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per share ("Common Stock")F1,F2 | holding | — | — | — | 1,167,390 | I | See footnotes | |
| Common StockF3 | holding | — | — | — | 519,565 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 2,502 | D | ||
| Common StockF2,F5 | holding | — | — | — | 437,391 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These securities are indirectly beneficially owned by Gina Huang and are directly held as follows: (a) 600,000 shares of Common Stock by Jag International, Ltd., a British Virgin Islands entity ("Jag"), (b) 417,390 shares of Common Stock by Brilliant Start Enterprise, Inc., a British Virgin Islands entity ("Brilliant Start"), and (c) 150,000 shares of Common Stock by 5 Elements Global Fund L.P., a Delaware limited partnership ("Global Fund"). Ms. Huang is the sole owner of each of Jag and Brilliant Start, and has a pecuniary interest in 50% of the 300,000 shares of Common Stock held by Global Fund.
- F2Mr. Tu is the Managing Partner of Global Fund and does not beneficially own any securities required to be reported on this Form 3.
- F3These securities are directly held by Cleantech Global Ltd. a British Virgin Islands entity ("Cleantech"), and indirectly beneficially owned by Jiangang Luo, who is the Managing Partner of Cleantech. Mr. Luo beneficially owns 5% of the shares of Common Stock held by Cleantech.
- F4These securities are owned solely by Jiangang Luo.
- F5These securities are indirectly beneficially owned by Yeh Mei-Hui Cheng and are directly held as follows: (a) 150,000 shares of Common Stock by Global Fund and (b) 287,391 by 5 Elements Energy Efficiency Limited, a British Virgin Islands entity ("Energy Efficiency"), which is owned 50% by Ms. Cheng and 50% by Communal International, Ltd. ("Communal"). Each of James Tu and Ms. Cheng is a Co-Founder and 50% owner of Communal. Ms. Cheng is the general partner and controlling partner of Energy Efficiency and has a pecuniary interest in all the shares of Common Stock held by Energy Efficiency. In addition, Ms. Cheng has a pecuniary interest in 50% of the 300,000 shares of Common Stock held by Global Fund.
Remarks
On November 30, 2018, the Reporting Persons filed a Schedule 13D reporting that they may be deemed to be a "group" under Section 13(d)(3) of the Exchange Act of 1934, as amended, and Rule 13d-5 promulgated thereunder.