Statement of Beneficial Ownership (sc 13d)
February 14 2017 - 3:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ________)*
Tecogen,
Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
87876P102
(CUSIP
Number)
Vincent
S. Capone
Michaelson Capital Partners, LLC
509 Madison Avenue Suite 2210 New York, NY 10022
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February 10, 2017
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
x
Note
:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 87876P102
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13D
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Page 2 of 4 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michaelson Capital Special Finance Fund, LP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b)
x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
1,197,537
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8.
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SHARED
VOTING POWER
1,197,537
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9.
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SOLE
DISPOSITIVE POWER
1,197,537
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10.
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SHARED
DISPOSITIVE POWER
1,197,537
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,197,537
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 87876P102
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13D
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Page 3 of 4 Pages
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Item
1. Security and Issuer.
Common
Stock, par value $0.001 per share, Tecogen, Inc. 45 First Ave, Waltham, MA 02451.
Item
2. Identity and Background.
Michaelson Capital Special
Finance Fund, LP, a Delaware limited partnership,
509
M
adison Avenue, Suite 2210, New York, NY 10022.
Item
3. Source or Amount of Funds or Other Consideration.
Working
Capital.
Item
4. Purpose of Transaction.
We may have an interest in an
extraordinary corporate transaction with issuer.
Item
5. Interest in Securities of the Issuer.
1,197,537
(5.7%)
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item
7. Material to Be Filed as Exhibits.
Not
Applicable.
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CUSIP No. 87876P102
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13D
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Page 4 of 4 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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2/14/17
Date
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/s/
Vincent S. Capone
Signature
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Vincent
S. Capone
Name/Title
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