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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol XZERES Corp. [ XPWR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/09/2015 | ||||||||||||||||||||||||||
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 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, par value $.001 per share | 15,219,672 | D | ||||||||
Series B Participating Preferred, par value $.001 per share | 06/09/2015 | P | 1,190 | A | $2,000 | 1,190 | 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (right to buy)(1)(2) | $0.2344 | 07/31/2013 | 07/31/2017 | Common Stock | 976,658 | 976,658 | D | ||||||||
Warrants (right to buy)(1)(3) | $0.2539 | 10/01/2013 | 10/01/2017 | Common Stock | 687,047 | 687,047 | D | ||||||||
Warrants (right to buy)(1)(4) | $0.3062 | 12/16/2013 | 12/16/2016 | Common Stock | 2,794,256 | 2,794,256 | D | ||||||||
Warrants (right to buy)(1)(5) | $0.2963 | 04/23/2014 | 04/23/2018 | Common Stock | 1,144,984 | 1,144,984 | D |
Explanation of Responses: |
1. The number of shares to which these warrants relate, as well as their respective exercise prices, are subject to antidilution adjustment provisions. |
2. This warrant is exercisable for such number of shares as equals 1.03459% of the fully diluted outstanding shares of Common Stock upon payment of an aggregate exercise price of $228,951, and previously was reported as relating to 829,246 shares. After giving effect to the warrant's antidilution provisions, as of April 3, 2015, the warrant is exercisable for a total of 976,658 shares of Common Stock upon payment of an aggregate exercise price of $228,951 ($0.2344 per share), subject to further adjustment under the warrant's antidilution provisions. |
3. This warrant is exercisable for such number of shares as equals 0.7278% of the fully diluted outstanding shares of Common Stock upon payment of an aggregate exercise price of $174,417, and previously was reported as relating to 583,347 shares. After giving effect to the warrant's antidilution provisions, as of April 3, 2015, the warrant is exercisable for a total of 687,047 shares of Common Stock upon payment of an aggregate exercise price of $174,417 ($0.2539 per share), subject to further adjustment under the warrant's antidilution provisions. |
4. This warrant is exercisable for such number of shares as equals 2.96% of the fully diluted outstanding shares of Common Stock upon payment of an aggregate exercise price of $855,555, and previously was reported as relating to 2,372,503 shares. After giving effect to the warrant's antidilution provisions, as of April 3, 2015, the warrant is exercisable for a total of 2,794,256 shares of Common Stock upon payment of an aggregate exercise price of $855,555 ($0.3062 per share), subject to further adjustment under the warrant's antidilution provisions. |
5. This warrant is exercisable for such number of shares as equals 1.2129% of the fully diluted outstanding shares of Common Stock upon payment of an aggregate exercise price of $339,206, and previously was reported as relating to 972,165 shares. After giving effect to the warrant's antidilution provisions, as of April 3, 2015, the warrant is exercisable for a total of 1,144,984 shares of Common Stock upon payment of an aggregate exercise price of $339,206 ($0.2963 per share), subject to further adjustment under the warrant's antidilution provisions. |
/s/Paul DeBruce | 08/24/2015 | |
** 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. |