EUSP Eurosite Power Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934*

(Amendment No.1)

 

 

EuroSite Power Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29881X100

(CUSIP Number)

January 19, 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)

x 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).

 

 

 

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CUSIP No. 29881X100

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   RBC Holdings (Channel Islands) Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   Island of Jersey
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   7,851,2971
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   7,851,2972
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   7,851,297
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.		Percent of Class Represented by Amount in Row (9)   11.9%
12.		Type of Reporting Person (See Instructions)   OO

 

 

1	The amount consists of 7,331,297 shares of common stock currently held, and the balance of the shares underlie a three-year immediately exercisable warrant with a conversion price of $0.60.

2	See footnote 1.

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CUSIP No. 29881X100

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   RBC cees Trustee Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   Island of Jersey
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   7,851,2973
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   7,851,2974
9.		Aggregate Amount Beneficially Owned by Each Reporting Person:   7,851,297
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.		Percent of Class Represented by Amount in Row (9)   11.9%
12.		Type of Reporting Person (See Instructions)   OO

 

 

3	See footnote 1.

4	See footnote 1.

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Item 1.

 

Item 2.

 

 

Item 3.

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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Item 4.

Ownership

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: See Item 9 of the Cover Page.

 

(b)

Percent of class: See Item 11 of the Cover Page.

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote

0

 

(ii)

Shared power to vote or to direct the vote

See Item 9 of the cover pages.

 

(iii)

Sole power to dispose or to direct the disposition of

0

 

(iv)

Shared power to dispose or to direct the disposition of

See Item 9 of the cover pages.

Instruction: For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

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 has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ].

Not applicable.

 

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

RBC cees Trustee Limited is an indirectly wholly owned subsidiary of RBC Holdings (Channel Islands) Limited.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my 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 the 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.

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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.

Dated: January 19, 2016

 

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Index to Exhibits

 

Exhibit		Exhibit
A.		Joint Filing Agreement

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Agreement as of January 19, 2016.