Ener-Core (ENCR) Form 4 Ener-Core / Domonic J. Carney 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^*

Carney Domonic J.

(Last) (First) (Middle)

8965 RESEARCH DRIVE

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ener-Core, Inc. [ ENCR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2018

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

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
Convertible Senior Secured Note due 2018	$2.5	01/25/2018		P		$11,111		01/25/2018	12/31/2018	Common Stock	4,444	(1)	$11,111	D
Warrant to Purchase Common Stock	$1.5	01/25/2018		P		4,444		01/25/2018	01/25/2023	Common Stock	4,444	(1)	4,444	D
Convertible Senior Secured Note due 2018	$2.5	12/20/2017		L	V	$8,333		12/20/2017	12/31/2018	Common Stock	3,333	(2)	$8,333	D
Warrant to Purchase Common Stock	$1.5	12/20/2017		L	V	3,333		12/20/2017	12/20/2022	Common Stock	3,333	(2)	3,333	D

Explanation of Responses:

1. On January 25, 2018, the reporting person acquired directly in a private placement (i) a convertible senior secured promissory note in principal amount of $11,111, convertible into shares of the Company's common stock at an initial conversion price of $2.50 per share, and (ii) a five-year warrant to purchase an aggregate of 4,444 shares of the Company's common stock at an exercise price of $1.50 per share.

2. On December 20, 2017, the reporting person acquired directly in a private placement (i) a convertible senior secured promissory note in principal amount of $8,333, convertible into shares of the Company's common stock at an initial conversion price of $2.50 per share, and (ii) a five-year warrant to purchase an aggregate of 3,333 shares of the Company's common stock at an exercise price of $1.50 per share.

	/s/ Domonic J. Carney	01/29/2018
	** 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).
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