SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
T3 Motion, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
89853X306
(CUSIP Number)
Vision Capital Advisors, LLC
20 West 55th Street, 5th Floor
New York, NY 10019
Attention: James Murray
Tel: 212.849.8237
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 27, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box¨.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SeeRule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see theNotes.)
CUSIP No.: 89853X306
NAME OF REPORTING PERSON
| 1. | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
Adam Benowitz
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)¨
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
AF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
| NUMBER OF | 7 | SOLE VOTING POWER - 0 |
| SHARES | ||
| BENEFICIALLY | 8 | SHARED VOTING POWER - 6,360,192 |
| OWNED BY | ||
| EACH | 9 | SOLE DISPOSITIVE POWER - 0 |
| REPORTING | ||
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - 6,360,192 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
6,360,192
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
41.9%
| 14 | TYPE OF REPORTING PERSON |
IN
| Page 2 of 12 pages |
CUSIP No.: 89853X306
NAME OF REPORTING PERSON
| 1. | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
Robert Thomson
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)¨
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
| NUMBER OF | 7 | SOLE VOTING POWER - 25,000 |
| SHARES | ||
| BENEFICIALLY | 8 | SHARED VOTING POWER - 0 |
| OWNED BY | ||
| EACH | 9 | SOLE DISPOSITIVE POWER - 25,000 |
| REPORTING | ||
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
25,000
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0.2%
| 14 | TYPE OF REPORTING PERSON |
IN
| Page 3 of 12 pages |
CUSIP No.: 89853X306
| 1 | NAME OF REPORTING PERSON |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vision Capital Advisors, LLC
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)¨
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
AF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
| NUMBER OF | 7 | SOLE VOTING POWER - 0 |
| SHARES | ||
| BENEFICIALLY | 8 | SHARED VOTING POWER - 6,360,192 |
| OWNED BY | ||
| EACH | 9 | SOLE DISPOSITIVE POWER - 0 |
| REPORTING | ||
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - 6,360,192 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
6,360,192
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
41.9%
| 14 | TYPE OF REPORTING PERSON |
IA
| Page 4 of 12 pages |
CUSIP No.: 89853X306
| 1 | NAME OF REPORTING PERSON |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vision Opportunity Master Fund, Ltd.
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)¨
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Cayman Islands
| NUMBER OF | 7 | SOLE VOTING POWER - 0 |
| SHARES | ||
| BENEFICIALLY | 8 | SHARED VOTING POWER - See Item 5 |
| OWNED BY | ||
| EACH | 9 | SOLE DISPOSITIVE POWER - 0 |
| REPORTING | ||
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - See Item 5 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
See Item 5
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
See Item 5
| 14 | TYPE OF REPORTING PERSON |
CO
| Page 5 of 12 pages |
CUSIP No.: 89853X306
NAME OF REPORTING PERSON
| 1. | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
Vision Capital Advantage Fund, L.P.
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)¨
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
| NUMBER OF | 7 | SOLE VOTING POWER - 0 |
| SHARES | ||
| BENEFICIALLY | 8 | SHARED VOTING POWER - See Item 5 |
| OWNED BY | ||
| EACH | 9 | SOLE DISPOSITIVE POWER - 0 |
| REPORTING | ||
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - See Item 5 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
See Item 5
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
See Item 5
| 14 | TYPE OF REPORTING PERSON |
PN
| Page 6 of 12 pages |
CUSIP No.: 89853X306
NAME OF REPORTING PERSON
| 1. | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
VCAF GP, LLC
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)¨
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
AF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
| NUMBER OF | 7 | SOLE VOTING POWER - 0 |
| SHARES | ||
| BENEFICIALLY | 8 | SHARED VOTING POWER - See Item 5 |
| OWNED BY | ||
| EACH | 9 | SOLE DISPOSITIVE POWER - 0 |
| REPORTING | ||
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - See Item 5 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
See Item 5
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
See Item 5
| 14 | TYPE OF REPORTING PERSON |
OO
| Page 7 of 12 pages |
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the beneficial ownership of the common stock, par value $0.001 per share (the “Common Stock”), of T3 Motion, Inc., a Delaware corporation (the “Company” or the “Issuer”). This Amendment No. 1 supplements Items 2, 4 and 7, and amends and restates in its entirety Item 5, of the Schedule 13D originally filed on July 1, 2011.
| ITEM 2. | Identity and Background. |
Robert Thomson, a United States citizen (“Mr. Thomson”), is hereby added as a Reporting Person. Mr. Thomson is a director of the Investment Manager. Mr. Thomson’s principal occupation is serving as a director of the Investment Manager. During the last five years, Mr. Thomson has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| ITEM 4. | Purpose of Transaction. |
As reported on the Issuer’s Form 8-K filed on March 28, 2013, on March 27, 2013, Mr. Thomson notified the Company that he would be resigning from the board of directors of the Issuer (“Board of Directors”) as of March 27, 2013. The Investment Manager retains the right to appoint two directors to the Board of Directors.
| ITEM 5. | Interest in Securities of the Issuer. |
(a) The Master Fund and VCAF, collectively, (i) own 4,077,423 shares of Common Stock, (ii) have the ability to acquire 2,282,769 shares of Common Stock through the exercise or conversion of derivative securities and (iii) thus beneficially own 6,360,192 shares of Common Stock, representing 41.9% of all of the Issuer’s outstanding Common Stock. The Investment Manager and Mr. Benowitz (and the General Partner with respect to the shares of Common Stock owned by VCAF) may each be deemed to beneficially own the shares of Common Stock beneficially owned by the Master Fund and VCAF. Each disclaims beneficial ownership of such shares.
Mr. Thomson has the ability to acquire 25,000 shares of Common Stock through the exercise or conversion of derivative securities and thus beneficially owns 25,000 shares of Common Stock, representing 0.2% of all of the Issuer’s outstanding Common Stock.
The foregoing is based on 12,906,027 shares of Common Stock outstanding as of November 14, 2012, as reported on the Issuer’s Form 10-Q for the quarterly period ended September 30, 2012, filed on November 19, 2012.
(b) The Reporting Persons (other than Mr. Thomson) have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 6,360,192 shares of Common Stock reported herein.
Mr. Thomson has sole power to vote or direct the vote of and to dispose or direct the disposition of the 25,000 shares of Common Stock reported herein.
| Page 8 of 12 pages |
(c) Except as provided in Item 4, no transactions in the Common Stock have been effected by the Reporting Persons or, to the knowledge of the Reporting Persons, the Directors and Officers, in the last sixty (60) days.
(d) Not applicable.
(e) Not applicable.
| ITEM 7. | Material to be Filed as Exhibits. |
| Exhibit No. | Document |
| 9. | Revised Joint Filing Agreement * |
_______________________________
* Filed herewith.
| Page 9 of 12 pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 8, 2013
| ADAM BENOWITZ | |||
| VISION CAPITAL ADVISORS, LLC | |||
| VISION OPPORTUNITY MASTER FUND, LTD. | |||
| VISION CAPITAL ADVANTAGE FUND, L.P. | |||
| VCAF GP, LLC | |||
| By: | /s/ Adam Benowitz | ||
| Adam Benowitz, for himself, as Managing Member of the Investment Manager, as a Director of the Master Fund, and as authorized signatory of the General Partner (for itself and VCAF) | |||
| /s/ Robert Thomson | |||
| Robert Thomson | |||
| Page 10 of 12 pages |
EXHIBIT INDEX
| Exhibit No. | Document |
| 9. | Joint Filing Agreement * |
_______________________________
* Filed herewith.
| Page 11 of 12 pages |
Exhibit 9
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of T3 Motion, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.
Dated: April 8, 2013
| ADAM BENOWITZ | |||
| VISION CAPITAL ADVISORS, LLC | |||
| VISION OPPORTUNITY MASTER FUND, LTD. | |||
| VISION CAPITAL ADVANTAGE FUND, L.P. | |||
| VCAF GP, LLC | |||
| By: | /s/ Adam Benowitz | ||
| Adam Benowitz, for himself, as Managing Member of the Investment Manager, as a Director of the Master Fund, and as authorized signatory of the General Partner (for itself and VCAF) | |||
| /s/ Robert Thomson | |||
| Robert Thomson | |||
| Page 12 of 12 pages |
