Ocean Thermal Energy (CPWR) Form 4 Ocean Thermal Energy / JEREMY FEAKINS 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^*

FEAKINS JEREMY

(Last) (First) (Middle)

800 SOUTH QUEENS STREET

(Street)

LANCASTER PA 17603

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ocean Thermal Energy Corp [ CPWR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Common Stock	04/06/2016		A		17,341(1)(2)	A	$3.46(2)	272,008	D
Common Stock	12/08/2016		L(3)		10,838(2)	A	$7(2)	282,846	I	See footnote(3)
Common Stock	05/09/2017		J(4)		7,763,665	A	$10	8,046,511	D

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 Promissory Note	$0.0138	06/23/2015		J(5)		50,000		06/23/2015	(8)	Common Stock	3,612,596	$0.0138	3,612,596	I	See footnote(5)
Convertible Promissory Note	$0.0138	11/23/2015		J(6)		50,000		11/23/2015	(8)	Common Stock	3,612,596	$0.0138	7,225,192	I	See footnote(6)
Convertible Promissory Note	$0.0138	12/21/2016		J(7)		25,000		12/21/2016	(8)	Common Stock	1,806,298	$0.0138	9,031,490	I	See footnote(7)

1. Name and Address of Reporting Person^*

FEAKINS JEREMY

(Last) (First) (Middle)

800 SOUTH QUEENS STREET

(Street)

LANCASTER PA 17603

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JPF Venture Group, Inc.

(Last) (First) (Middle)

800 SOUTH QUEENS STREET

(Street)

LANCASTER PA 17603

(City) (State) (Zip)

Explanation of Responses:

1. Jeremy Feakins was granted directly a stock award of 17,341 shares of common stock pursuant to approval from the board of directors on April 6, 2016.

2. The amount of shares reported and the price per share have been adjusted to reflect the reverse stock split that occurred on December 31, 2016 and the forward stock split that occurred on May 8, 2017, as reported in the Issuer's definitive Information Statement on Schedule 14C filed with the Security and Exchange Commission on April 13, 2017 and the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2017 (the "May 2017 Form 8-K") respectively.

3. On December 8, 2016, JPF Venture Group, Inc. acquired 10,838 shares of the Issuer's common stock pursuant to that certain Asset Purchase Agreement, dated December 8, 2016, between TetriDyn Solutions, Inc., a Nevada corporation and JPF Venture Group, Inc., a Delaware corporation. This transaction was approved by the disinterested member of the Issuer's Board of Directors, as previously reported on the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2016. These shares are directly owned by JPF Venture Group, Inc. who is a member of a "group" with Jeremy Feakins for purposes of Section 13(d) of the Exchange Act. Mr. Feakins is the majority owner, chairman and chief executive officer of JPF Venture Group, Inc., with sole authority to take action on behalf of JPF Venture Group, Inc.

4. On May 9, 2017, Jeremy Feakins acquired 7,763,665 shares of the Issuer's common stock pursuant to that certain Agreement and Plan of Merger, dated May 9, 2017 by and between Ocean Thermal Energy Corporation, a Delaware corporation and TetriDyn Solutions, Inc., a Nevada corporation, as reported by the Issuer in the May 2017 Form 8-K.

5. JPF Venture Group, Inc. acquired beneficial ownership of 3,612,596 shares of the Issuer's common stock pursuant to the issuance of that certain Convertible Promissory Note dated June 23, 2015 by the Issuer to JPF Venture Group, Inc. No convertible securities are directly owned by Jeremy Feakins, who is the majority owner, chairman and executive officer of JPF Venture Group, Inc.

6. JPF Venture Group, Inc. acquired beneficial ownership of 3,612,596 shares of the Issuer's common stock pursuant to the issuance of that certain Convertible Promissory Note dated November 23, 2015 by the Issuer to JPF Venture Group, Inc. No convertible securities are directly owned by Jeremy Feakins, who is the majority owner, chairman and executive officer of JPF Venture Group, Inc.

7. JPF Venture Group, Inc. acquired beneficial ownership of 1,806,298 shares of the Issuer's common stock pursuant to the issuance of that certain Convertible Promissory Note dated December 21, 2016 by the Issuer to JPF Venture Group, Inc. No convertible securities are directly owned by Jeremy Feakins, who is the majority owner, chairman and executive officer of JPF Venture Group, Inc.

8. The convertible promissory notes are demand notes, have no expiration date and may be converted at any time prior to payment.

	/s/ Jeremy Feakins	08/25/2017
	/s/ Jeremy Feakins, CEO	08/25/2017
	** Signature of Reporting Person	Date
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