Statement of Changes in Beneficial Ownership (4)
November 23 2016 - 10:35AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
He Jilun
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2. Issuer Name
and
Ticker or Trading Symbol
EnSync, Inc.
[
ESNC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
45F, CHINA RESOURCES BUILDING, 26 HARBOUR ROAD, WAN CHAI
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/21/2016
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(Street)
HONG KONG, K3 00000
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/21/2016
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P
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70563
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A
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$0.936
(1)
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7614746
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D
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Common Stock
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11/22/2016
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P
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511150
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A
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$0.996
(2)
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8125896
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D
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Common Stock
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11/23/2016
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P
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425097
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A
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$1.042
(3)
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8550993
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D
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Common Stock
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10/25/2016
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P
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8000000
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A
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$0.68
(4)
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8000000
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I
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By Melodious Investments Company Limited
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series C-1 Convertible Preferred Stock
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$0.6678
(6)
(7)
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(6)
(7)
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(6)
(7)
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Common Stock
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10500000
(6)
(7)
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10500000
(6)
(7)
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I
(6)
(7)
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By Melodious Investments Company Limited
(5)
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Series C-2 Convertible Preferred Stock
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$0.6678
(6)
(8)
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(6)
(8)
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(6)
(8)
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Common Stock
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6500000
(6)
(8)
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6500000
(6)
(8)
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I
(6)
(8)
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By Melodious Investments Company Limited
(5)
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Explanation of Responses:
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(
1)
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This transaction was executed in multiple trades at prices ranging from $0.93 to $0.95; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
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(
2)
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This transaction was executed in multiple trades at prices ranging from $0.913 to $1.05; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
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(
3)
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This transaction was executed in multiple trades at prices ranging from $1.016 to $1.05; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
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(
4)
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Pursuant to a share purchase agreement (the "Share Purchase Agreement") dated as of August 30, 2016 among Melodious Investments Company Limited ("MICL"), Jilun He and SPI Solar, Inc. ("SPI"), MICL purchased an aggregate of 8,000,000 shares of the issuer's Common Stock at a per share price of $0.68 on October 25, 2016.
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(
5)
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Jilun He currently owns the entire outstanding share capital of Melodious International Investments Group Limited, which currently owns the entire outstanding share capital of Melodious Investments Company Limited which directly holds (i) 8,000,000 shares of the issuer's Common Stock, and (ii) 7,012 shares of the issuer's Series C-1 Convertible Preferred Stock and 4,341 shares of the issuer's Series C-2 Convertible Preferred Stock. Jilun He is the sole director of Melodious International Investments Group Limited and Melodious Investments Company Limited.
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(
6)
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Pursuant to the Share Purchase Agreement, MICL has the right to request SPI to repurchase such Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock (the "Preferred Shares") at a price of US$1,018.25 per share, plus an uncompounded 10% annual interest in the event any of the Preferred Shares is not converted into Common Stock of the issuer within six months following the closing date under the share purchase agreement.
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(
7)
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Series C-1 Convertible Preferred Stock will only become convertible upon the completion of five megawatts worth of solar projects (the "Projects") in accordance with certain supply agreement by and between Solar Power, Inc. and the issuer dated July 13, 2015 and has no expiration date.
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(
8)
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Series C-2 Convertible Preferred Stock will only become convertible upon the completion of 15 megawatts worth of Projects and has no expiration date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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He Jilun
45F, CHINA RESOURCES BUILDING
26 HARBOUR ROAD, WAN CHAI
HONG KONG, K3 00000
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X
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Signatures
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/s/ He Jilun
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11/23/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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