FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

ARENS GEOFFREY W
2. Issuer Name and Ticker or Trading Symbol

VISCOUNT SYSTEMS INC [ VSYS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O DENDERA CAPITAL FUND, LP, 1345 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (MM/DD/YYYY)

3/5/2015
(Street)

NEW YORK, NY 10105
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Redeemable Preferred Stock   (1)   (2) 3/5/2015     A      200       3/5/2015     (3) Common Stock, Senior Secured Convertible Notes     (4) (5)   (6) 200   I   By Dendera Capital Fund LP   (7)

Explanation of Responses:
( 1)  The Company issued to Dendera Capital Fund LP (whose principal is Geoffrey Arens, a director of the Company) 2,925,000 shares of common stock of the Company on January 20, 2015. The Company intended to issue to Dendera Capital Fund LP 200 shares of Series A Convertible Redeemable Preferred Stock of the Company (the "A Shares"). The Company has rectified this error by issuing to Dendera Capital Fund LP 200 A Shares of the Company. This curative transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to the exemptions set forth under Exchange Act Rules 16(b)-3(d) or 16(b)-3(e).
( 2)  $0.07 subject to adjustment (the "Conversion Price") as provided in that certain Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of Viscount Systems, Inc. (the "Certificate of Designation"), dated as of June 5, 2012 as amended from time to time.
( 3)  The A Shares have no expiration date.
( 4)  Each A Share, at the holder's option, may be convertible into either common shares or senior secured convertible notes of the Company subject to the terms contained in the Certificate of Designation.
( 5)  Each A Share shall be converted by the Company into common shares upon the occurrence of certain events and upon the terms contained in the Certificate of Designation.
( 6)  Each A share has a stated value equal to $1,000, subject to adjustment as provided in the Certificate of Designation.
( 7)  The reporting person is the Managing Partner of Dendera Capital Fund LP. The reporting person disclaims beneficial ownership of the securities held by Dendera Capital Fund LP, except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ARENS GEOFFREY W
C/O DENDERA CAPITAL FUND, LP
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
X



Signatures
Geoffrey W. Arens 3/5/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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