He Jilun Form 3 EnSync / Jilun He ownership change

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^*

He Jilun

(Last)

(First)

(Middle)

45F, CHINA RESOURCES BUILDING

26 HARBOUR ROAD, WAN CHAI

(Street)

HONG KONG

00000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2016

3. Issuer Name and Ticker or Trading Symbol
EnSync, Inc. [ ESNC ]

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

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

5. 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 Beneficially Owned
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	8,000,000	I	By Melodious Investments Company Limited⁽¹⁾
Common Stock	3,861,776	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series C-1 Convertible Preferred Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	10,500,000⁽²⁾⁽³⁾	0.6678⁽²⁾⁽³⁾	I⁽²⁾⁽³⁾	By Melodious Investments Company Limited⁽¹⁾
Series C-2 Convertible Preferred Stock	⁽²⁾⁽⁴⁾	⁽²⁾⁽⁴⁾	Common Stock	6,500,000⁽²⁾⁽⁴⁾	0.6678⁽²⁾⁽⁴⁾	I⁽²⁾⁽⁴⁾	By Melodious Investments Company Limited⁽¹⁾

Explanation of Responses:

1. Jilun He currently owns the entire outstanding share capital of Melodious International Investments Group Limited, which currently owns the entire outstanding share capital of Melodious Investments Company Limited which directly holds (i) 8,000,000 shares of the issuer's Common Stock, and (ii) 7,012 shares of the issuer's Series C-1 Convertible Preferred Stock and 4,341 shares of the issuer's Series C-2 Convertible Preferred Stock. Jilun He is the sole director of Melodious International Investments Group Limited and Melodious Investments Company Limited.

2. Pursuant to a share purchase agreement dated as of August 30, 2016 among Melodious Investments Company Limited ("MICL"), Jilun He and SPI Solar, Inc. ("SPI"), MICL has the right to request SPI to repurchase such Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock (the "Preferred Shares") at a price of US$1,018.25 per share, plus an uncompounded 10% annual interest in the event any of the Preferred Shares is not converted into Common Stock of the issuer within six months following the closing date under the share purchase agreement.

3. Series C-1 Convertible Preferred Stock will only become convertible upon the completion of five megawatts worth of solar projects (the "Projects") in accordance with certain supply agreement by and between Solar Power, Inc. and the issuer dated July 13, 2015 and has no expiration date.

4. Series C-2 Convertible Preferred Stock will only become convertible upon the completion of 15 megawatts worth of Projects and has no expiration date.

	/s/ Jilun He	09/16/2016
	** 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 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.

He Jilun Form 3EnSync / Jilun He ownership change