SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/30/2018 | 3. Issuer Name and Ticker or Trading Symbol ENERGY FOCUS, INC/DE [ EFOI ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.0001 per share ("Common Stock") | 1,167,390 | I | See footnotes(1)(2) |
Common Stock | 519,565 | I | See footnote(3) |
Common Stock | 2,502 | D(4) | |
Common Stock | 437,391 | I | See footnotes(2)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. These securities are indirectly beneficially owned by Gina Huang and are directly held as follows: (a) 600,000 shares of Common Stock by Jag International, Ltd., a British Virgin Islands entity ("Jag"), (b) 417,390 shares of Common Stock by Brilliant Start Enterprise, Inc., a British Virgin Islands entity ("Brilliant Start"), and (c) 150,000 shares of Common Stock by 5 Elements Global Fund L.P., a Delaware limited partnership ("Global Fund"). Ms. Huang is the sole owner of each of Jag and Brilliant Start, and has a pecuniary interest in 50% of the 300,000 shares of Common Stock held by Global Fund. |
2. Mr. Tu is the Managing Partner of Global Fund and does not beneficially own any securities required to be reported on this Form 3. |
3. These securities are directly held by Cleantech Global Ltd. a British Virgin Islands entity ("Cleantech"), and indirectly beneficially owned by Jiangang Luo, who is the Managing Partner of Cleantech. Mr. Luo beneficially owns 5% of the shares of Common Stock held by Cleantech. |
4. These securities are owned solely by Jiangang Luo. |
5. These securities are indirectly beneficially owned by Yeh Mei-Hui Cheng and are directly held as follows: (a) 150,000 shares of Common Stock by Global Fund and (b) 287,391 by 5 Elements Energy Efficiency Limited, a British Virgin Islands entity ("Energy Efficiency"), which is owned 50% by Ms. Cheng and 50% by Communal International, Ltd. ("Communal"). Each of James Tu and Ms. Cheng is a Co-Founder and 50% owner of Communal. Ms. Cheng is the general partner and controlling partner of Energy Efficiency and has a pecuniary interest in all the shares of Common Stock held by Energy Efficiency. In addition, Ms. Cheng has a pecuniary interest in 50% of the 300,000 shares of Common Stock held by Global Fund. |
Remarks: |
On November 30, 2018, the Reporting Persons filed a Schedule 13D reporting that they may be deemed to be a "group" under Section 13(d)(3) of the Exchange Act of 1934, as amended, and Rule 13d-5 promulgated thereunder. |
JAMES TU, /s/ James Tu, James Tu | 12/07/2018 | |
GINA HUANG, /s/ Gina Huang (Mei-Yun Huang), Gina Huang (Mei-Yun Huang) | 12/06/2018 | |
JAG INTERNATIONAL, LTD., By: /s/ Gina Huang (Mei-Yun Huang), Gina Huang (Mei-Yun Huang), General Partner | 12/06/2018 | |
BRILLIANT START ENTERPRISE, INC., By: /s/ Gina Huang (Mei-Yun Huang), Gina Huang (Mei-Yun Huang), General Partner | 12/06/2018 | |
JIANGANG LUO, /s/ Jiangang Luo, Jiangang Luo | 12/06/2018 | |
CLEANTECH GLOBAL LTD., By: /s/ Jiangang Luo, Jiangang Luo, Managing Partner | 12/06/2018 | |
5 ELEMENTS GLOBAL FUND L.P., By: /s/ James Tu, James Tu, Managing Partner | 12/07/2018 | |
YEH MEI-HUI CHENG, /s/ Yeh Mei-Hui Cheng, Yeh Mei-Hui Cheng | 12/06/2018 | |
COMMUNAL INTERNATIONAL, LTD., By: /s/ Yeh Mei-Hui Cheng, Yeh Mei-Hui Cheng, Authorized Representative | 12/06/2018 | |
5 ELEMENTS ENERGY EFFICIENCY LIMITED, By: /s/ Yeh Mei-Hui Cheng, Yeh Mei-Hui Cheng, Authorized Representative | 12/06/2018 | |
** 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 5 (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. |