4//SEC Filing
DISTRIBUTED ENERGY SYSTEMS CORP 4
Accession 0001209191-08-023833
CIK 0001261482operating
Filed
Apr 9, 8:00 PM ET
Accepted
Apr 10, 9:35 PM ET
Size
14.6 KB
Accession
0001209191-08-023833
Insider Transaction Report
Form 4
PERSEUS PARTNERS VII L P
10% Owner
Transactions
- Award
Non-Qualified Stock Option (right to buy)
2008-01-31$0.57/sh+1,400$798→ 1,400 total(indirect: See Footnote)Exercise: $0.57From: 2008-01-31Exp: 2018-01-31→ Common Stock (1,400 underlying) - Award
Non-Qualified Stock Option (right to buy)
2008-04-03$0.47/sh+1,400$658→ 1,400 total(indirect: See Footnote)Exercise: $0.47From: 2008-04-03Exp: 2018-04-03→ Common Stock (1,400 underlying)
PEARL FRANK H
10% Owner
Transactions
- Award
Non-Qualified Stock Option (right to buy)
2008-01-31$0.57/sh+1,400$798→ 1,400 total(indirect: See Footnote)Exercise: $0.57From: 2008-01-31Exp: 2018-01-31→ Common Stock (1,400 underlying) - Award
Non-Qualified Stock Option (right to buy)
2008-04-03$0.47/sh+1,400$658→ 1,400 total(indirect: See Footnote)Exercise: $0.47From: 2008-04-03Exp: 2018-04-03→ Common Stock (1,400 underlying)
Footnotes (6)
- [F1]On January 31, 2008, the Issuer granted to John C. Fox in his capacity as a director of the Issuer, non-qualified stock options to buy 1,400 shares of the Issuer's common stock with an exercise price of $0.57 per share. These options vested at the time of the grant. The Issuer granted these stock options to Mr. Fox under the Issuer's 2008 Board of Director's Compensation program.
- [F2]Mr. Fox was nominated as a director of the Issuer by Perseus Partners VII, L.P. ("Perseus VII"), pursuant to Perseus VII's rights under a Securities Purchase Agreement, dated May 10, 2007, between Perseus VII and the Issuer. As a result of this director representation, Perseus VII is deemed to be a director of the Issuer by deputization. All securities issued to Mr. Fox in his capacity as a director of the Issuer are held by him as a nominee of Perseus VII. Mr. Fox disclaims beneficial ownership of all such securities, except to the extent he may have any pecuniary interest therein.
- [F3]In addition to the non-qualified stock options reported on this Form 4, Perseus VII holds directly for its own account, (a) six senior secured convertible promissory notes in an aggregate principal amount of $17,666,210.39, which are convertible into 32,919,024 shares of the Issuer's common stock, as reported on Form 4's filed on August 28, 2007, October 2, 2007, January 2, 2008, March 17, 2008 and April 3, 2008, and (b) warrants granting it the right to purchase up to an aggregate amount of 42,944,165 shares of the common stock of the Issuer, as reported on a Form 3 filed on June 11, 2007 and a Form 4 filed on August 28, 2007...(continued onto next footnote)
- [F4](continued from previous footnote)...Also, Perseus VII holds indirectly 17,829 shares of restricted stock of the Issuer and non-qualified stock options to acquire 122,800 shares of the Issuer's common stock granted by the Issuer to individuals nominated by Perseus VII to serve as directors of the Issuer as reported on Form 4's filed on January 24, 2008 and February 12, 2008. Perseus VII is a Delaware limited partnership. Its general partner is Perseus Partners VII GP, L.P., a Delaware limited partnership. Perseus Partners VII GP, L.L.C., a Delaware limited liability company, is the general partner of Perseus Partners VII GP, L.P. The sole member of Perseus Partners VII GP, L.L.C. is Perseus, L.L.C., a Delaware limited liability company...(continued onto next footnote)
- [F5](continued from previous footnote)...Perseuspur, L.L.C., a Delaware limited liability company, is the managing member of Perseus, L.L.C. Frank H. Pearl, individually, owns 72.9% of Perseuspur, L.L.C. He also is the sole director and sole shareholder of Rappahannock Investment Company, a Delaware corporation, which in turn owns the remaining 27.1% of Perseuspur, L.L.C. By virtue of such control, Mr. Pearl may be deemed to have beneficial ownership of any shares or other securities that may be issued to Perseus VII and individuals nominated by Perseus VII who serve as directors of the Issuer.
- [F6]On April 3, 2008, the Issuer granted to Mr. Fox in his capacity as a director of the Issuer, non-qualified stock options to buy 1,400 shares of the Issuer's common stock with an exercise price of $0.47 per share. These options vested at the time of the grant. The Issuer granted these stock options to Mr. Fox under the Issuer's 2008 Board of Director's Compensation program.
Documents
Issuer
DISTRIBUTED ENERGY SYSTEMS CORP
CIK 0001261482
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001261482
Filing Metadata
- Form type
- 4
- Filed
- Apr 9, 8:00 PM ET
- Accepted
- Apr 10, 9:35 PM ET
- Size
- 14.6 KB