Statement of Changes in Beneficial Ownership (4)
January 03 2017 - 5:06PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
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AMITZUR ELROY
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2. Issuer Name
and
Ticker or Trading Symbol
BLUE SPHERE CORP.
[
BLSP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
301 MCCULLOUGH DRIVE, 4TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/30/2016
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(Street)
CHARLOTTE, NC 28262
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001 per share
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12/30/2016
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A
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850000
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A
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(1)
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4088514
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I
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By Renewable Energy Management Services
(3)
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Common Stock, par value $0.001 per share
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12/30/2016
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A
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1750000
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A
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(2)
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5838514
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I
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By Renewable Energy Management Services
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Award
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(4)
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12/30/2016
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D
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1750000
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(4)
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(4)
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Common Stock, par value, $0.001 per share
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1750000
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(4)
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291667
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I
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By Renewable Energy Management Services
(3)
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Explanation of Responses:
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(
1)
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The 850,000 shares of Common Stock acquired by the reporting person represent 850,000 shares which vested on the one-year anniversary of and became issuable pursuant to the Service Agreement, dated November 15, 2015, between Mr. Amitzur, JLS Advanced Investment Holdings Ltd. ("JLS") and Blue Sphere Corporation, as modified by Addendum No. 1 to Service Agreement, dated December 29, 2016, between Mr. Amitzur, JLS, Renewable Energy Management Services and Blue Sphere Corporation. Pursuant to such Addendum No. 1, the right to acquire shares of Common Stock under the Service Agreement was transferred to Renewable Energy Management Services.
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(
2)
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The 1,750,000 shares of Common Stock acquired by the reporting person represent 1,750,000 shares awarded pursuant to a stock award under the Issuer's Global Share and Options Incentive Enhancement Plan (2014) (the "2014 Incentive Plan") which vested during 2016. The stock award under the 2014 Incentive Plan was granted on February 24, 2015 for 3,500,000 shares of Common Stock and vests in quarterly installments. As of the date of this report, 3,208,333 of such shares have been issued and 291,667 of such shares have not vested and have not been issued. The 291,667 shares that have not yet vested and not been issued are not included in the number of securities beneficially owned in Table I, Column 5 of this report.
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(
3)
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The securities acquired in Table I, Column 4 and reported in Table II, Column 9 of this report are beneficially owned by Renewable Energy Management Services, a wholly owned subsidiary of RR Water Projects Ltd., which is owned and controlled by Mr. Amitzur and his wife. Therefore, Mr. Amitzur is deemed to have indirect beneficial ownership of such securities. Securities previously reported as beneficially owned by JLS under Table II, Column 9 of this report were issued to Renewable Energy Management Services.
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(
4)
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The stock award under the 2014 Incentive Plan was granted on February 24, 2015 for 3,500,000 shares of Common Stock and vests in quarterly installments. As of the date of this report, 3,208,333 of such shares have been issued and 291,667 of such shares have not vested and have not been issued.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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AMITZUR ELROY
301 MCCULLOUGH DRIVE, 4TH FLOOR
CHARLOTTE, NC 28262
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Executive Vice President
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Signatures
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/s/ Elroy Amitzur
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12/30/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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