Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 4:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)
and
(d) and Amendments Thereto Filed Pursuant to Rule 13d-2
(AMENDMENT
NO. 3)*
Envision
Solar International, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value
(Title
of Class of Securities)
294
13Q 102
(CUSIP
Number)
December
31, 2016
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule
13d-1 (b)
☒
Rule
13d-1 (c)
☐
Rule
13d-1 (d)
*
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 the disclosures provided
in a prior cover page.
The
information required in 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).
(Continued
on following pages)
Page
1 of 6 Pages
CUSIP
No. 294 13Q 102
|
13G
|
Page
2 of 6 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Gemini Master Fund, Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
10,449,539
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
10,449,539
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,449,539
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
|
12
|
TYPE OF REPORTING PERSON
*
CO
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 294 13Q 102
|
13G
|
Page
3 of 6 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Gemini Strategies, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
10,449,539
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
10,449,539
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,449,539
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
|
12
|
TYPE OF REPORTING PERSON
*
CO
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 294 13Q 102
|
13G
|
Page
4 of 6 Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven
Winters
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b)
☒
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
10,449,539
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
10,449,539
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,449,539
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
* ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
|
12
|
TYPE
OF REPORTING PERSON
*
IN
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 294 13Q 102
|
13G
|
Page
5 of 6 Pages
|
This
statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (“Common Stock”) of Envision Solar International,
Inc. beneficially owned by the Reporting Persons specified herein as of December 31, 2016 and amends and supplements the Schedule
13G dated as of and filed on April 4, 2014 and amended as of February 16, 2015 and amended as of February 12, 2016 (“Schedule
13G”). Except as set forth herein, the Schedule 13G is unmodified.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a)
|
Amount
Beneficially Owned: 10,449,539 shares of Common Stock as of December 31, 2016
|
|
(b)
|
Percent
of Class: 8.4%
|
The
Reporting Persons’ beneficial ownership of 10,449,539 shares of Common Stock constitutes 8.4% of all the outstanding shares
of Common Stock, based upon 119,728,757 shares of Common Stock outstanding as of November 11, 2016, as reported by the Issuer
in its most recent periodic report.
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
sole
power to vote or to direct the vote: 0
|
|
(ii)
|
shared
power to vote or to direct the vote: 10,449,539
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 10,449,539
|
The
Reporting Persons may be deemed to beneficially own a total of 10,449,539 shares of Common Stock, consisting of (i) 5,221,761
shares of Common Stock (“Shares”) held by Gemini Master Fund, Ltd. (“Gemini”), (ii) 1,500,000 shares of
Common Stock issuable upon exercise of a Warrant issued to Gemini on or about February 28, 2014, and (iii) 3,727,778 shares of
Common Stock issuable upon exercise of a Warrant issued to Gemini on or about February 28, 2014 (collectively, the “Warrants”),
assuming that the Warrants are fully exercisable.
As
permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Gemini Strategies, Inc., in
its capacity as investment manager for Gemini, is the beneficial owner of the Shares or Warrants, or that Steven Winters, in his
capacity as president or principal of Gemini Strategies, Inc., is the beneficial owner of the Shares or Warrants. Each of Gemini
Strategies, Inc. and Steven Winters expressly disclaims any equitable or beneficial ownership of the Shares and Warrants.
By
signing below the undersigned certify that, to the best of its/his knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP
No. 294 13Q 102
|
13G
|
Page
6 of 6 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
|
February 14, 2017
|
|
|
|
|
GEMINI MASTER FUND, LTD.
|
|
|
|
By:
|
GEMINI
STRATEGIES, INC., as
investment manager
|
|
|
By:
|
/s/
Steven Winters
|
|
|
Name:
|
Steven
Winters
|
|
|
Title:
|
President
|
|
GEMINI STRATEGIES, INC.
|
|
|
|
|
By:
|
/s/
Steven Winters
|
|
Name:
|
Steven
Winters
|
|
Title:
|
President
|
|
/s/
Steven Winters
|
|
Steven
Winters
|
Attention:
Intentional misstatements or omissions of fact
constitute
Federal criminal violations
(
see
18 U.S.C. 1001).