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 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).
CUSIP No. 45953X109
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13G
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Page 2 of 5 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John M. Hennessy
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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 of America
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NUMBER OF
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5.
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SOLE VOTING POWER
21,508,673
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SHARES
BENEFICIALLY
OWNED BY
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6.
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SHARED VOTING POWER
0
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EACH
REPORTING PERSON WITH
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7.
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SOLE DISPOSITIVE POWER
21,508,673
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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
21,508,673
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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)
8.01%
1
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN
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1
Percent of Class Represented by Amount in Row (9) was determined by dividing such amount by the sum of 253,427,868 shares of common stock outstanding as of December 31, 2017, plus 4,181,619 shares issuable upon conversion of a note and 10,764,554 shar
es issuable upon exercise of warrants held directly by John M. Hennessy as of December 31, 2017.
CUSIP No. 45953X109
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13G
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Page 3 of 5 Pages
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Item 1.
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(a)
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Name of Issuer
Fuel Performance Solutions, Inc.
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(b)
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Address of Issuer
’s Principal Executive Offices
7777 Bonhomme
Suite 1920
St. Louis, MO 63105
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Item 2.
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(a)
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Name of Person Filing
The name of the person filing this statement is John M. Hennessy.
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(b)
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Address of the Principal Office or, if none, residence
47 West Lake Road
Tuxedo Park, NY 10987
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(c)
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Citizenship
United States of America
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(d)
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Title of Class of Securities
Common Stock.
Warrants to purchase Common Stock.
Convertible Note.
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(e)
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CUSIP Number
45953X109
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Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
Not applicable.
CUSIP No. 45953X109
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13G
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Page 4 of 5 Pages
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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.
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(a)
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Amount beneficially owned:
21,508,673
2
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(b)
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Percent of class:
8.01%
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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:
21,508,673
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(ii)
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Shared power to vote or to direct the vote:
0
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(iii)
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Sole power to dispose or to direct the disposition of:
21,508,673
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(iv)
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Shared power to dispose or to direct the disposition of:
0
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Item 5.
Ownership of Five Percent or Less of a Class.
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.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
Not applicable.
2
This amount includes:
6,562,500 shares of Common Stock of Fuel Performance Solutions, Inc. (the “
Issuer”) held by John M. Hennessy in his individual capacity;
the right to acquire 10,124,554 shares of Common Stock of the Issuer (the “
2017 Hennessy Replacement Warrant Shares”), pursuant to a Common Stock Purchase Warrant dated July 24, 2017 (the “2017 Hennessy Replacement Warrant”);
the right to acquire 640,000
shares of Common Stock of the Issuer (the “2017 Hennessy Warrant Shares”, collectively with the 2017 Hennessy Replacement Warrant Shares, the “Hennessy Warrant Shares”), pursuant to a Common Stock Purchase Warrant dated July 24, 2017 (the “2017 Hennessy Warrant”, collectively with the 2017 Hennessy Replacement Warrant, the “Hennessy Warrants”);
the right to acquire 2,261,619 shares of Common Stock of the Issuer (the “
2014 Hennessy Convertible Note Shares”), as adjusted pursuant to a Fuel Performance Solutions, Inc. 10% Senior Convertible Note (the “2014 Hennessy Convertible Note), issued to John M. Hennessy in his individual capacity; and
the right to acquire 1,920,000 shares of Common Stock of the Issuer (the “
2017 Hennessy Convertible Note Shares”, collectively with the 2014 Hennessy Convertible Note Shares, the “Hennessy Convertible Note Shares”), as adjusted pursuant to a Fuel Performance Solutions, Inc. 10% Senior Note (the “2017 Hennessy Convertible Note”, collectively with the 2014 Hennessy Convertible Note, the “Hennessy Convertible Notes”), issued to John M. Hennessy in his individual capacity.
The initial exercise price for the Hennessy Warrant Shares is $0.05 per share, as adjusted from time to time in accordance with the terms of the Hennessy Warra
nts. The Hennessy Warrants are exercisable by John M. Hennessy at any time before July 24, 2022.
The adjusted conversion price for the Hennessy Convertible Note Shares is $0.05 per share, as adjusted from time to time in accordance with the terms of the Hennessy Convertible Notes.
The Hennessy Convertible Notes are convertible by John M. Hennessy at any time and are mandatorily convertible upon the occurrence of certain events.
CUSIP No. 45953X109
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13G
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Page 5 of 5 Pages
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Item 9.
Notice of Dissolution of Group.
Not applicable.
Item 10.
Certification.
By signing below, the reporting person certifies that, to the best of 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 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.
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.
February 13, 2018
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Date
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/s/ John M. Hennessy
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Signature
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John M. Hennessy
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Name
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