EnSync (ESNC) Form 4 EnSync / Jilun He ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

He Jilun

(Last) (First) (Middle)

45F, CHINA RESOURCES BUILDING

26 HARBOUR ROAD, WAN CHAI

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EnSync, Inc. [ ESNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/07/2016		P		560,900	A	$0.73(1)	6,997,566	D
Common Stock	11/08/2016		P		141,200	A	$0.744(2)	7,138,766	D
Common Stock	10/25/2016		P		8,000,000	A	$0.68(3)	8,000,000	I	By Melodious Investments Company Limited(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C-1 Convertible Preferred Stock	$0.6678(5)(6)							(5)(6)	(5)(6)	Common Stock	10,500,000(5)(6)		10,500,000(5)(6)	I(5)(6)	By Melodious Investments Company Limited(4)
Series C-2 Convertible Preferred Stock	$0.6678(5)(7)							(5)(7)	(5)(7)	Common Stock	6,500,000(5)(7)		6,500,000(5)(7)	I(5)(7)	By Melodious Investments Company Limited(4)

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $0.69 to $0.74; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

2. This transaction was executed in multiple trades at prices ranging from $0.74 to $0.75; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

3. Pursuant to a share purchase agreement (the "Share Purchase Agreement") dated as of August 30, 2016 among Melodious Investments Company Limited ("MICL"), Jilun He and SPI Solar, Inc. ("SPI"), MICL purchased an aggregate of 8,000,000 shares of the issuer's Common Stock at a per share price of $0.68 on October 25, 2016.

4. Jilun He currently owns the entire outstanding share capital of Melodious International Investments Group Limited, which currently owns the entire outstanding share capital of Melodious Investments Company Limited which directly holds (i) 8,000,000 shares of the issuer's Common Stock, and (ii) 7,012 shares of the issuer's Series C-1 Convertible Preferred Stock and 4,341 shares of the issuer's Series C-2 Convertible Preferred Stock. Jilun He is the sole director of Melodious International Investments Group Limited and Melodious Investments Company Limited.

5. Pursuant to the Share Purchase Agreement, MICL has the right to request SPI to repurchase such Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock (the "Preferred Shares") at a price of US$1,018.25 per share, plus an uncompounded 10% annual interest in the event any of the Preferred Shares is not converted into Common Stock of the issuer within six months following the closing date under the share purchase agreement.

6. Series C-1 Convertible Preferred Stock will only become convertible upon the completion of five megawatts worth of solar projects (the "Projects") in accordance with certain supply agreement by and between Solar Power, Inc. and the issuer dated July 13, 2015 and has no expiration date.

7. Series C-2 Convertible Preferred Stock will only become convertible upon the completion of 15 megawatts worth of Projects and has no expiration date.

Remarks:

	/s/ He Jilun	11/09/2016
	** Signature of Reporting Person	Date
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