SEC Form 5
FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | ||||||||||||||||
| Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol VISCOUNT SYSTEMS INC [ VSYS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 3 | 2,614,163(1) | I | By One East Partners Master, L.P.(2)(3) | |||||||||||
Common Stock | 12/23/2015 | A4 | 500,000 | A | (4) | 500,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Warrant | $0.065 | 3 | 06/07/2012 | 06/06/2017 | Common Stock | 3,071,253 | 3,071,253(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Warrant | $0.065 | 3 | 06/07/2012 | 06/06/2017 | Common Stock | 3,071,253 | 3,071,253(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0407(6) | 3 | 06/07/2012 | (7) | Common Stock or Senior Secured Convertible Notes | 24,570.024(8) | 250(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0407(6) | 3 | 06/07/2012 | (7) | Common Stock or Senior Secured Convertible Notes | 24,570.024(8) | 250(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0419(6) | 3 | 07/02/2012 | (7) | Common Stock or Senior Secured Convertible Notes | 23,866.343(8) | 251.444(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0419(6) | 3 | 07/02/2012 | (7) | Common Stock or Senior Secured Convertible Notes | 23,866.343(8) | 251.444(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0468(6) | 3 | 10/01/2012 | (7) | Common Stock or Senior Secured Convertible Notes | 21,367.355(8) | 256.529(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0468(6) | 3 | 10/01/2012 | (7) | Common Stock or Senior Secured Convertible Notes | 21,367.355(8) | 256.529(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0407(6) | 3 | 10/25/2012 | (7) | Common Stock or Senior Secured Convertible Notes | 24,570.024(8) | 506.529(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Warrant | $0.065 | 3 | 10/25/2012 | 06/06/2017 | Common Stock | 3,071,253 | 6,142,506(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0467(6) | 3 | 01/03/2013 | (7) | Common Stock or Senior Secured Convertible Notes | 21,413.261(8) | 261.717(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0467(6) | 3 | 01/03/2013 | (7) | Common Stock or Senior Secured Convertible Notes | 21,413.258(8) | 516.772(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0816(6) | 3 | 04/01/2013 | (7) | Common Stock or Senior Secured Convertible Notes | 12,254.941(8) | 266.777(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0816(6) | 3 | 04/01/2013 | (7) | Common Stock or Senior Secured Convertible Notes | 12,254.929(8) | 526.763(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Warrant | $0.18 | 3 | 05/17/2013 | 05/17/2016 | Common Stock | 555,555 | 3,626,808(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0876(6) | 3 | 07/01/2013 | (7) | Common Stock or Senior Secured Convertible Notes | 11,415.483(8) | 272.409(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0876(6) | 3 | 07/01/2013 | (7) | Common Stock or Senior Secured Convertible Notes | 11,415.52(8) | 537.884(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0578(6) | 3 | 09/30/2013 | (7) | Common Stock or Senior Secured Convertible Notes | 17,300.962(8) | 277.918(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0578(6) | 3 | 09/30/2013 | (7) | Common Stock or Senior Secured Convertible Notes | 17,301.002(8) | 548.761(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Series A Convertible Redeemable Preferred Stock | $0.068(6) | 3 | 12/31/2013 | (7) | Common Stock or Senior Secured Convertible Notes | 14,705.737(8) | 283.6(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.068(6) | 3 | 12/31/2013 | (7) | Common Stock or Senior Secured Convertible Notes | 14,705.856(8) | 559.98(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Warrant | $0.2 | 3 | 03/10/2014 | 03/27/2019 | Common Stock | 555,555 | 4,182,363(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.112(6) | 3 | 03/31/2014 | (7) | Common Stock or Senior Secured Convertible Notes | 8,928.597(8) | 289.272(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.112(6) | 3 | 03/31/2014 | (7) | Common Stock or Senior Secured Convertible Notes | 8,928,571(8) | 571.18(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0993(6) | 3 | 06/30/2014 | (7) | Common Stock or Senior Secured Convertible Notes | 10,070.427(8) | 295.122(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0993(6) | 3 | 06/30/2014 | (7) | Common Stock or Senior Secured Convertible Notes | 10,070.47(8) | 582.731(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0741(6) | 3 | 09/30/2014 | (7) | Common Stock or Senior Secured Convertible Notes | 13,513.59(8) | 301.156(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0741(6) | 3 | 09/30/2014 | (7) | Common Stock or Senior Secured Convertible Notes | 13,513.514(8) | 594.645(1) | I | By One East Partners Opportunities, L.P.(3)(5) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0698(6) | 3 | 12/31/2014 | (7) | Common Stock or Senior Secured Convertible Notes | 14,326.62(8) | 307.313(1) | I | By One East Partners Master, L.P.(2)(3) | |||||
Series A Convertible Redeemable Preferred Stock | $0.0698(6) | 3 | 12/31/2014 | (7) | Common Stock or Senior Secured Convertible Notes | 14,326.643(8) | 606.802(1) | I | By One East Partners Opportunities, L.P.(3)(5) |
Explanation of Responses: |
1. Represents the amount of securities of the issuer indirectly held by James A. Cacioppo ("Cacioppo"), as of May 19, 2015, the date on which Cacioppo was appointed to the board of directors of the issuer. These securities are the entire amounts held by One East Partners Master, L.P. ("OEP Master") or One East Partners Opportunities, L.P. ("OEP Opportunities"), investment funds managed by Cacioppo and in which Cacioppo possesses an indirect pecuniary ownership interest of only a portion of these interests. |
2. These securities are held by OEP Master, an investment fund for which One East Capital Advisors ("OEP Advisors") acts as investment advisor, and with respect to which OEP Advisors shares voting and investment control. Cacioppo is the managing partner of OEP Advisors and controls the voting and investment decisions of OEP Advisors. (Continued in footnote 3). |
3. Cacioppo disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership of such securities for Section 16 purposes or any other purpose. |
4. Restricted common stock of the issuer ("Common Stock") granted to Cacioppo for $0 as approved by the issuer's compensation committee. The Common Stock shall fully vest one year from the date of grant. |
5. These securities are held by OEP Opportunities, an investment fund for which OEP Advisors acts as an investment advisor, and with respect to which OEP Advisors shares voting and investment control. Cacioppo is the managing partner of OEP Advisors and controls the voting and investment decisions of OEP Advisors. (Continued in footnote 3) |
6. The conversion price of the Series A Convertible Redeemable Preferred Stock of the issuer (the "A Shares") is subject to adjustment as provided in that certain Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of Viscount Systems, Inc., dated as of June 5, 2012, as amended from time to time (the "Certificate of Designation"). |
7. The A Shares have no expiration date. |
8. Each A Share, at each holder's option, could be convertible into either common stock of the issuer ("Common Stock") or senior secured convertible notes of the issuer subject to the terms contained in the Certificate of Designation and that certain Consent by Series A Holders, dated as of February 24, 2014. The number of shares reported represent the number of shares of Common Stock that would be issued upon conversion of 1 A Share. |
Remarks: |
1 of 2 |
/s/ James A. Cacioppo | 03/28/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |