Amended Statement of Ownership (sc 13g/a)
February 14 2014 - 4:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 2)
*
EuroSite Power Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
29881X100
(CUSIP Number)
December 31, 2013
(Date of Event which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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* 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 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. 29881X100
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13G
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Page 2 of 5
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1.
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NAME OF REPORTING PERSON
Nettlestone Enterprises Limited
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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
British Virgin Islands
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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
6,484,814
(1)
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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
6,484,814
(1)
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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
6,484,814
(1)
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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)
11.4%
(2)
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12.
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TYPE OF REPORTING PERSON (
See
Instructions)
CO
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(1)
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Includes 300,000 shares of Common Stock issuable upon the conversion of the outstanding balance of a convertible promissory
note, convertible within 60 days of February 14, 2014
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(2)
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Based on an aggregate of 57,047,100 shares of Common Stock, which includes 56,747,100 shares of Common Stock that the Issuer
advised were outstanding as of February 14, 2014, and 300,000 shares of Common Stock that may be acquired within 60 days of February
14, 2014, as described in footnote 1, above.
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CUSIP NO. 29881X100
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13G
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Page 3 of 5
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Item 1(a). Name of Issuer:
EuroSite Power Inc.
Item 1(b). Address of Issuer’s Principal Executive
Offices:
45 First Avenue, Waltham, MA 02451
Item 2(a). Name of Person Filing:
Nettlestone Enterprises Limited
Item 2(b). Address of Principal Business Office or, if None,
Residence:
P.O. Box 665 Roseneath, The
Grange, St. Peter Port, Guernsey GY1-3SJ, Channel Islands
Item 2(c). Citizenship:
British Virgin Islands
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share
Item 2(e). CUSIP Number:
29881X100
Item 3. If the Statement
is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a:
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(a)
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Broker or dealer registered under section 15 of the Act;
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(b)
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Bank as defined in section 3(a)(6) of the Act;
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(c)
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Insurance company as defined in section 3(a)(19) of the Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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A church plan that is excluded from the definition of an investment company under Section
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3(c)(14) of the Investment Company Act of 1940;
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(j)
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A non-US institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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CUSIP NO. 29881X100
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13G
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Page 4 of 5
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Item 4. Ownership.
(a) Amount beneficially owned:
6,484,814 shares of EuroSite Power Inc. common stock, par value $0.001 per share (“EuroSite Common Stock”).
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(b)
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Percent of class: 11.4% (
based on an aggregate of 57,047,100 shares of Common Stock outstanding, which includes 56,747,100 shares of Common Stock that the Issuer advised were outstanding as of February 14, 2014, and 300,000 shares of Common Stock that may be acquired within 60 days of February 14, 2014
).
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or direct
the vote: 6,484,814
(ii) Shared power to vote or direct
the vote: 0
(iii) Sole power to dispose or
to direct the disposition of: 6,484,814
(iv) Shared power to dispose or
to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person had ceased to be the beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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CUSIP NO. 29881X100
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13G
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Page 5 of 5
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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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February 14, 2014
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NETTLESTONE ENTERPRISES LIMITED
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/s/ Michael Hayworth*
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(Signature)
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Michael Hayworth, Director
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(Name/Title)
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* By Jesse T. Herrick, signed pursuant
to a Power of Attorney dated February 12
th
, 2014 included as Exhibit 99.1 hereto.
Attention.
Intentional misstatements or omissions of
fact constitute Federal criminal violations (
See
18 U.S.C. 1001)
Index
to Exhibits
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Exhibit No.
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Exhibit
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99.1
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Power of Attorney relating to Michael Hayworth
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