5/A//SEC Filing
VISCOUNT SYSTEMS INC 5/A
Accession 0001493152-16-009357
CIK 0001158387operating
Filed
May 2, 8:00 PM ET
Accepted
May 3, 5:59 PM ET
Size
26.7 KB
Accession
0001493152-16-009357
Insider Transaction Report
Form 5/AAmended
ARENS GEOFFREY W
Director
Transactions
- Other
Series A Note
2015-12-31+1→ 1 total(indirect: By Dendera Capital Fund LP)Exercise: $0.01From: 2015-12-31→ Common Stock (5,907,968 underlying) - Disposition to Issuer
Common Stock
2015-03-05−2,925,000→ 1,361,111 total(indirect: By Dendera Capital Fund LP) - Purchase
Series B Note
2015-11-03$110000.00/sh+1$110,000→ 1 total(indirect: By Dendera Capital Fund LP)Exercise: $0.01From: 2015-11-03→ Common Stock (12,141,280 underlying) - Conversion
Series A Note
2015-09-22+1→ 1 total(indirect: By Dendera Capital Fund LP)Exercise: $0.01From: 2015-09-22→ Common Stock (40,459,924 underlying) - Purchase
Series A Note
2015-11-03$110000.00/sh+1$110,000→ 1 total(indirect: By Dendera Capital Fund LP)Exercise: $0.01From: 2015-11-03→ Common Stock (47,820,199 underlying) - Other
Series A Note
2015-11-03+1→ 1 total(indirect: By Dendera Capital Fund LP)Exercise: $0.01From: 2015-11-03→ Common Stock (577,911 underlying) - Other
Series B Note
2015-12-31+1→ 1 total(indirect: By Dendera Capital Fund LP)Exercise: $0.01From: 2015-12-31→ Common Stock (2,433,939 underlying) - Award
Series B Preferred Stock
2015-11-03+10.865→ 10.865 total(indirect: By Dendera Capital Fund LP)
Footnotes (13)
- [F1]The issuer issued to Dendera Capital Fund LP ("Dendera") (whose principal is Geoffrey Arens, a director of the issuer) 2,925,000 shares of common stock of the issuer, par value $0.001 per share (the "Common Stock"), on January 20, 2015. The issuer intended to issue to Dendera 200 shares of Series A Convertible Redeemable Preferred Stock of the Company (the "A Shares"). The issuer rectified this error by issuing to Dendera 200 A Shares. This curative transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to the exemptions set forth under Exchange Act Rule 16(b)-3(e), and is being reported herein to amend the reporting person's Form 4 filed with the SEC on March 5, 2015 to disclose the disposition of such Common Stock to the issuer upon the issuance of the 200 A Shares to the reporting person.
- [F10]In connection with a financing for general company purposes, including, but not limited to, working capital and operating expenses, Dendera was issued a Series A Note and a Series B Note, each in the original principal amount of $110,000. The original principal amount of the Series B Note reported herein is intended to amend such amount reported in the Original Filing from $270,000 to $110,000.
- [F11]Interest paid in a Series A Note issued to Dendera pursuant to the Series A Note which increased the amount due under such Series A Note by $5,236.
- [F12]Interest paid in a Series A Note issued to Dendera pursuant to the Series A Note which increased the amount due under such Series A Note by $42,891.85.
- [F13]Interest paid in Series B Note issued to Dendera pursuant to the Series B Note which increased the amount due under such Series B Note by $17,670.40.
- [F2]The reporting person is the managing partner of and 100% interest holder of Dendera.
- [F3]In connection with a financing for general company purposes, including, but not limited to, working capital and operating expenses, Dendera was also issued Series B Preferred Stock of the Company (the "B Shares"). Holders of B Shares do not have conversion rights or dividend rights.
- [F4]The conversion price of each of the 14% Senior Secured Convertible Demand Promissory A Note (each, a "Series A Note") and the Senior Secured Convertible Demand Promissory B Note (the "Series B Note") is subject to adjustment upon issuance of certain dividends and distributions, reorganization, consolidation or merger, stock splits, and issuance by the issuer of a security at a lower price than each such conversion price.
- [F5]Upon conversion of the A Shares, Dendera was issued a Series A Note in the aggregate original principal amount of $323,251. Such principal amount was incorrectly disclosed in footnote 10 of the reporting person's Form 5 filed with the U.S. Securities and Exchange Commission on February 18, 2016 (the "Original Filing") as $433,251. The issuance of the remaining $110,000 is disclosed herein as an issuance to Dendera of a separate Series A Note in the original principal amount of $110,000 as disclosed in footnote 10 below.
- [F6]Each of the Series A Notes and Series B Note may be converted (subject to certain beneficial ownership limitations), at the option of the holder at any time and from time to time, into shares of Common Stock.
- [F7]Pursuant to each of the Series A Notes and Series B Note, Dendera shall not convert each Series A Note or Series B Note if such conversion results in Dendera beneficially owning more than 4.99% of the shares of Common Stock. The holder has the option to waive either of these limitations upon 61 days' notice to the issuer.
- [F8]The number of shares reported represent the number of shares of Common Stock that would be issued upon conversion of the Series A Note or Series B Note, as applicable, as of the date of such Series A Note or Series B Note dividends.
- [F9]On September 22, 2015, in exchange for conversion of the 212.01 A Shares held by Dendera as of such date, the issuer issued to Dendera a Series A Note. The transaction reported herein is intended to amend (i) the date of conversion of such A Shares from November 3, 2015 to September 22, 2015 and (ii) the amount of Common Stock issuable upon conversion of such Note, each as reported in the Original Filing.
Documents
Issuer
VISCOUNT SYSTEMS INC
CIK 0001158387
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0001158387
Filing Metadata
- Form type
- 5/A
- Filed
- May 2, 8:00 PM ET
- Accepted
- May 3, 5:59 PM ET
- Size
- 26.7 KB