Statement of Ownership (sc 13g)
March 20 2017 - 6:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. ________)*
Cool
Technologies, Inc.
(Name of Issuer)
Common
Stock, $0.001 par value per share
(Title of Class of Securities)
404273
10 4
(CUSIP Number)
Jay A.
Palmer
Spirit Bear Limited
1470 1
st
Ave – No. 4A
New York, NY 10075
Tel.: 212-717-5425
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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)
x
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 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. 404273 10 4
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13G
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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)
Spirit Bear Limited
EIN 27-1347181
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
11,374,854
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
11,374,854
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,374,854
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.62%
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12.
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 404273 10 4
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13G
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Page 3 of 4 Pages
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Item 1.
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(a)
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Name of Issuer
Cool Technologies, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
8875 Hidden River Parkway – Ste. 300
Tampa, FL 33637
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Item 2.
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(a)
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Name of Person Filing
Spirit Bear Limited
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(b)
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Address of the Principal Office or, if none, residence
1470 1
st
Ave.
New York, NY 10075
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(c)
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Citizenship
US
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(d)
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Title of Class of Securities
Common stock, $0.001 par value per share
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(e)
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CUSIP Number
404273 10 4
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
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Not applicable
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 11,374,854
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(b)
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Percent of class: 9.62%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 11,374,854.
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(ii)
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Shared power to vote or to direct the vote:
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(iii)
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Sole power to dispose or to direct the disposition of: 11,374,854.
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(iv)
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Shared power to dispose or to direct the disposition of:
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CUSIP No. 404273 10 4
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13G
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Page 4 of 4 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company.
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
Not applicable
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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03/17/2017
Date
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/s/Jay
A. Palmer
Signature
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Jay A. Palmer, President
Name/Title
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