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) 03/28/2016 | 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 | |||||||||||||
Series B Preferred Stock | 11/03/2015 | A4 | 18.734 | A | (1) | 18.734 | I | By One East Partners Master, L.P.(2)(4) | |||||||
Series B Preferred Stock | 11/03/2015 | A4 | 19.615 | A | (1) | 19.615 | I | By One East Partners Opportunities, L.P.(3)(4) |
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 |
Explanation of Responses: |
1. Each of One East Partners Master, L.P. ("OEP Master") and One East Partners Opportunities, L.P. ("OEP Opportunities") were issued a 14% Senior Secured Convertible Demand Promissory B Note in the original principal amount of $220,000, previously disclosed, along with Series B Preferred Stock of the issuer. |
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. James A. Cacioppo ("Cacioppo") is the managing partner of OEP Advisors and controls the voting and investment decisions of OEP Advisors. |
3. These securities are held by OEP Opportunities, an investment fund for which 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. |
4. 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. |
/s/ James A. Cacioppo | 04/27/2016 | |
** 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. |