Initial Statement of Beneficial Ownership (3)
July 10 2017 - 4:31PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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DIALOG SEMICONDUCTOR PLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
6/28/2017
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3. Issuer Name
and
Ticker or Trading Symbol
Energous Corp [WATT]
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(Last)
(First)
(Middle)
100 LONGWATER AVENUE, GREEN PARK
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
READING, X0 RG2 6GP
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, $0.00001 par value per share
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1739691
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D
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Warrant (right to buy)
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5/10/2017
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11/9/2019
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Common Stock, $0.00001 par value per share
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763552
(1)
(2)
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$17.0257
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D
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Warrant (right to buy)
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1/6/2018
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7/5/2020
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Common Stock, $0.00001 par value per share
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654013
(3)
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$19.9766
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D
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Explanation of Responses:
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(1)
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Reflects warrants acquired by Dialog Semiconductor plc ("Dialog") pursuant to that certain Securities Purchase Agreement, dated November 9, 2016, by and between Dialog and Energous Corporation (the "Issuer").
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(2)
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The terms of such warrants provide that such warrants are required to be exercised on a net share settlement basis, such that the number of shares of common stock (the "Shares") to be delivered by the Issuer on the exercise of such warrant equals the quotient of (x) the product of the number of Shares as to which such warrant is being exercised and the difference between the market price of the Shares on the exercise date and the exercise price of the warrant and(y) the market price of the Shares on the exercise date (provided that if the calculation results in a negative number, no Shares are issuable upon exercise of the warrant). Dialog has included all Shares underlying such warrants, notwithstanding that such mandatory net share settlement terms preclude Dialog from receiving all underlying Shares on exercise of the warrant.
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(3)
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Reflects warrants acquired by Dialog pursuant to that certain Securities Purchase Agreement, dated June 28, 2017, by and between Dialog and the Issuer. The terms of such warrants provide that such warrants are required to be exercised on a net share settlement basis, such that the number of Shares to be delivered by the Issuer on the exercise of such warrant equals the quotient of (x) the product of the number of Shares as to which such warrant is being exercised and the difference between the market price of the Shares on the exercise date and the exercise price of the warrant and (y) the market price of the Shares on the exercise date (provided that if the calculation results in a negative number, no Shares are issuable upon exercise of the warrant). Dialog has included all Shares underlying such warrants, notwithstanding that such mandatory net share settlement terms preclude Dialog from receiving all underlying Shares on exercise of the warrant.
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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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DIALOG SEMICONDUCTOR PLC
100 LONGWATER AVENUE, GREEN PARK
READING, X0 RG2 6GP
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X
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Signatures
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/s/ Dr. Jalal Bagherli
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7/10/2017
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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 5(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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