FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Silverman Joshua

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/15/2016 

3. Issuer Name and Ticker or Trading Symbol

WPCS INTERNATIONAL INC [WPCS]

(Last)        (First)        (Middle)

C/O PARKFIELD FUNDING LLC, 205 EAST 42ND STREET - 20TH FLOOR

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

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

(Street)

NEW YORK, NY 10017       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   259931   I   See footnote   (1)
Common Stock   8674   I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series H Preferred Stock   6/30/2015     (3) Common Stock   97000   $1.54   I   See footnote   (1)
Series H-1 Preferred Stock   7/14/2015     (4) Common Stock   703700   $1.66   I   See footnote   (1)
Warrant     (5) 7/14/2020   Common Stock   1055481   $1.66   I   See footnote   (1)
Series H Preferred Stock   7/1/2015     (3) Common Stock   23500   $1.54   I   See footnote   (2)
Series H-1 Preferred Stock   7/14/2015     (4) Common Stock   54100   $1.66   I   See footnote   (2)
Warrant     (5) 7/14/2020   Common Stock   81190   $1.66   I   See footnote   (2)

Explanation of Responses:
( 1)  Securities are held indirectly through Iroquois Master Fund (the "Fund"). Mr. Silverman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 2)  Securities are held indirectly through American Capital Management, LLC ("ACM"). Mr. Silverman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 3)  Each share of Series H Preferred Stock is convertible into shares of Common Stock, equal to the stated value of $154 per share of Series H Preferred Stock divided by the conversion price of $1.54 per share, subject to adjustment, and has no expiration date.
( 4)  Each share of Series H-1 Preferred Stock is convertible into shares of Common Stock, equal to the stated value of $166 per share of Series H-1 Preferred Stock divided by the conversion price of $1.66 per share, subject to adjustment, and has no expiration date.
( 5)  Each Warrant allows the holder to acquire one share of Common Stock at an exercise price of $1.66 per share, subject to adjustment, within 5 years of the date of issuance.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Silverman Joshua
C/O PARKFIELD FUNDING LLC
205 EAST 42ND STREET - 20TH FLOOR
NEW YORK, NY 10017
X



Signatures
/s/ Joshua Silverman 8/25/2016
** 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 control number.
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