Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 10:33AM
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. 4)*
XsunX,
Inc.
(Name
of Issuer)
Common
Stock, no par value
(Title
of Class of Securities)
98385L102
(CUSIP
Number)
December
31, 2017
(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. 98385L102
|
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
41,309,202
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
41,309,202
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
41,309,202
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
|
|
12
|
TYPE OF REPORTING PERSON
*
CO
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 98385L102
|
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
41,309,202
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
41,309,202
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
41,309,202
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
|
|
12
|
TYPE OF REPORTING PERSON
*
CO
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 98385L102
|
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
41,309,202
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
41,309,202
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
41,309,202
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
|
|
12
|
TYPE OF REPORTING PERSON
*
IN
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 98385L102
|
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 XsunX, Inc. beneficially
owned by the Reporting Persons specified herein as of December 31, 2017 and amends and supplements the Schedule 13G dated as of
November 14, 2013 and filed by the Reporting Persons on November 15, 2013 and amended on February 10, 2015, February 12, 2016
and February 14, 2017 (“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: 41,309,202 shares of Common Stock as of December 31, 2017.
|
|
|
(b)
|
Percent of Class: 2.9%
|
The
Reporting Persons’ beneficial ownership constitutes 2.9% of all the outstanding shares of Common Stock, based upon 1,406,800,138
shares of Common Stock outstanding, as reported by the Issuer in its most recently filed 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: 41,309,202
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 41,309,202
|
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 securities or that Steven Winters, in his capacity
as president or principal of Gemini Strategies, Inc., is the beneficial owner of the securities. Each of Gemini Strategies, Inc.
and Steven Winters expressly disclaims any equitable or beneficial ownership of the securities.
|
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 Persons have ceased to be the beneficial owner of more than five percent of the
class of securities, check the following [X].
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. 98385L102
|
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, 2018
|
|
|
|
|
|
|
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).
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