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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol AMERICAN DG ENERGY INC [ ADGE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 01/29/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 04/29/2016 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 01/29/2016 | J | 701,257 | D | $0.00(1) | 920,407 | I | By subsidiary(2) | ||
| 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 | ||||||||
| 6% Senior Unsecured Convertible Debentures Due 2018 | $2.11 | 01/29/2016 | J | 6,900,000(3) | (4) | 05/25/2018 | Common Stock | 3,270,142 | $0.00(5) | 4,786,729(6) | I | By subsidiary(7) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. The shares have been distributed to the underlying participant of an International Pension Plan administered by RBC cees Trustee Limited. |
| 2. The shares reported in this table are held by RBC cees Trustee Limited, which is an indirectly wholly owned subsidiary of RBC Holdings (Channel Islands) Limited. |
| 3. Represents the unconverted principal amount of $6,900,000. |
| 4. Subject to Section 5 of the 6% Senior Unsecured Convertible Debenture (Due 2018) Certificate, the security is convertible at any time in whole or in part. |
| 5. The securities identified were distributed to the underlying participant of an International Pension Plan administered by RBC cees Trustee Limited. |
| 6. These shares underlie 6% Senior Unsecured Debentures Due 2018 in the principal amount of $10,100,000 |
| 7. The shares reported in this table are held by RBC cees Trustee Limited, which is an indirectly wholly owned subsidiary of RBC Holdings (Channel Islands) Limited. |
| /s/ Christopher Blampied - Director RBC Holdings (Channel Islands) Limited | 05/11/2016 | |
| /s/ Steve Romeril - Director RBC Holdings (Channel Islands) Limited | 05/11/2016 | |
| /s/ Alison Creed - Director RBC cees Trustee Limited | 05/11/2016 | |
| /s/ Mark Le Saint - Director RBC cees Trustee Limited | 05/11/2016 | |
| ** 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. | ||