Statement of Ownership (sc 13g)
October 05 2020 - 03:21PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. )* |
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SPI Energy Co., Ltd.
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(Name of Issuer) |
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Ordinary Shares, par value $0.0001
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(Title of Class of Securities) |
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G8651P110
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(CUSIP Number) |
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September 30, 2020
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(Date of event which requires filing of this statement) |
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Check the appropriate box to designate the rule pursuant to which
this Schedule 13G is filed: |
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
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(Page 1 of 10 Pages) |
______________________________
*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).
| CUSIP No. G8651P1107 |
13G |
Page
2
of 10 Pages |
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1 |
NAMES OF
REPORTING PERSONS
Empery Asset Management, LP
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
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(b)
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
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6 |
SHARED
VOTING POWER
988,000 Ordinary Shares (See Item 4)
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7 |
SOLE
DISPOSITIVE POWER
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8 |
SHARED
DISPOSITIVE POWER
988,000 Ordinary Shares (See Item 4)
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,000 Ordinary Shares (See Item 4)
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.55% (See Item 4)
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12 |
TYPE OF
REPORTING PERSON
PN
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| CUSIP No. G8651P1107 |
13G |
Page
3
of 10 Pages |
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1 |
NAMES OF
REPORTING PERSONS
Ryan M. Lane
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
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(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
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6 |
SHARED
VOTING POWER
988,000 Ordinary Shares (See Item 4)
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7 |
SOLE
DISPOSITIVE POWER
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8 |
SHARED
DISPOSITIVE POWER
988,000 Ordinary Shares (See Item 4)
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,000 Ordinary Shares (See Item 4)
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.55% (See Item 4)
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12 |
TYPE OF
REPORTING PERSON
IN
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| CUSIP No. G8651P1107 |
13G |
Page
4
of 10 Pages |
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1 |
NAMES OF
REPORTING PERSONS
Martin D. Hoe
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
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(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
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6 |
SHARED
VOTING POWER
988,000 Ordinary Shares (See Item 4)
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7 |
SOLE
DISPOSITIVE POWER
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8 |
SHARED
DISPOSITIVE POWER
988,000 Ordinary Shares (See Item 4)
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,000 Ordinary Shares (See Item 4)
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.55% (See Item 4)
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12 |
TYPE OF
REPORTING PERSON
IN
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| CUSIP No. G8651P1107 |
13G |
Page
5
of 10 Pages |
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Item 1(a). |
NAME OF ISSUER: |
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The name of the issuer is SPI Energy Co., Ltd. (the
"Company"). |
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Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
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The Company's principal executive offices are located at Unit
15-16, 19/F, S. Wing, Delta House, 3 On Yiu Street, Shatin, Shek
Mun, Hong Kong, SAR F4 00000. |
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Item 2(a). |
NAME OF PERSON FILING: |
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This
statement is filed by the entities and persons listed below, who
are collectively referred to herein as "Reporting Persons,"
with respect to the Ordinary Shares (as defined in Item 2(d) below)
of the Company:
Investment Manager
(i) Empery Asset
Management, LP (the "Investment Manager"), with respect to
the Ordinary Shares held by funds to which the Investment Manager
serves as investment manager (the "Empery Funds").
Reporting Individuals
(ii) Mr. Ryan M. Lane
("Mr. Lane"), with respect to the Ordinary Shares held by
the Empery Funds.
(iii) Mr. Martin D. Hoe
("Mr. Hoe"), with respect to the Ordinary Shares held by the
Empery Funds.
The
Investment Manager serves as the investment manager to each of the
Empery Funds. Each of the Mr. Lane and Mr. Hoe (the "Reporting
Individuals") is a Managing Member of Empery AM GP, LLC (the
"General Partner"), the general partner of the Investment
Manager.
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Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE: |
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The
address of the business office of each of the Reporting Persons
is:
1
Rockefeller Plaza, Suite 1205
New
York, New York 10020
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| CUSIP No. G8651P1107 |
13G |
Page
6
of 10 Pages |
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Citizenship is set forth in Row 4 of the cover page for each
Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person. |
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Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
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Ordinary Shares, par value $0.0001 (the "Ordinary
Shares") |
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Item 2(e). |
CUSIP NUMBER: |
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G8651P110 |
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Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING 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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Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940, |
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(f) |
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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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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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Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act, |
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(i) |
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Church Plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940, |
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(j) |
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A non-U.S. 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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If
filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please
specify the type of
institution:____________________________________
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| CUSIP No. G8651P1107 |
13G |
Page
7
of 10 Pages |
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The
information as of the date of the event which requires filing of
this statement required by Items 4(a) – (c) is set forth in Rows 5
– 11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person.
The percentage set forth in Row 11 of the cover page for each
Reporting Person is based on 17,801,469 Ordinary Shares issued and
outstanding as of September 30, 2020, as represented on the
Prospectus Supplement on Form 424(b)(5) filed with the Securities
and Exchange Commission on October 1, 2020.
The
Investment Manager, which serves as the investment manager to the
Empery Funds, may be deemed to be the beneficial owner of all
Ordinary Shares held by the Empery Funds. Each of the Reporting
Individuals, as Managing Members of the General Partner of the
Investment Manager with the power to exercise investment
discretion, may be deemed to be the beneficial owner of all
Ordinary Shares held by the Empery Funds. The foregoing should not
be construed in and of itself as an admission by any Reporting
Person as to beneficial ownership of Ordinary Shares owned by
another Reporting Person. Each of the Empery Funds and the
Reporting Individuals hereby disclaims any beneficial ownership of
any such Ordinary Shares.
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Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
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Not applicable. |
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Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON. |
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See Item 2(a) above. |
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Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY. |
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Not applicable. |
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Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP. |
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Not applicable. |
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Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
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Not applicable. |
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| CUSIP No. G8651P1107 |
13G |
Page
8
of 10 Pages |
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Each of the Reporting Persons hereby makes the following
certification: |
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By signing
below each Reporting Person certifies that, to the best of its
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. |
| CUSIP No. G8651P1107 |
13G |
Page
9
of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: October 5, 2020
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EMPERY ASSET MANAGEMENT, LP |
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By: EMPERY AM GP, LLC, its General
Partner |
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By: _/s/ Ryan M.
Lane___________________ |
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Name: Ryan M. Lane |
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Title: Managing Member |
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_/s/ Ryan M.
Lane______________________ |
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Ryan M. Lane |
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_/s/ Martin D.
Hoe______________________ |
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Martin D. Hoe |
| CUSIP No. G8651P1107 |
13G |
Page
10
of 10 Pages |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained therein,
but shall not be responsible for the completeness and accuracy of
the information concerning the others, except to the extent that he
or it knows or has reason to believe that such information is
inaccurate.
DATED: October 5, 2020
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EMPERY ASSET MANAGEMENT, LP |
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By: EMPERY AM GP, LLC, its General Partner |
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By: _/s/ Ryan M. Lane___________________ |
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Name: Ryan M. Lane |
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Title: Managing Member |
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_/s/ Ryan M. Lane______________________ |
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Ryan M. Lane |
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_/s/ Martin D. Hoe______________________ |
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Martin D. Hoe |
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