FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ENER1 INC [ HEV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 04/24/2008 | J(3) | 387,373,593 | D | (4) | 64,562,266 | D | ||||||||
Common Stock | 06/09/2008 | S4 | 142,858 | D | $2.8 | 64,419,408 | D | ||||||||
Common Stock | 10/11/2007 | J(5) | 19,117,070 | A | (5) | 19,117,070 | D | ||||||||
Common Stock | 04/24/2008 | J(4) | 16,386,060 | D | (4) | 2,731,010 | D | ||||||||
Common Stock | 09/29/2008 | P4 | 400,000 | A | $6 | 3,131,010 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Series A ConvertiblePreferred Stock | (6) | 09/06/2002 | 4J | 3,930,000 | 01/27/2009(13) | 01/27/2009(13) | Common Stock | 196,500,000 | (1) | 3,930,000 | D | |||
Series A ConvertiblePreferred Stock | (6) | 09/06/2002 | 4C | 3,930,000 | 01/27/2009(13) | 01/27/2009(13) | Common Stock | 196,500,000 | $0 | 0 | D | |||
Series A ConvertiblePreferred Stock | (6) | 09/06/2002 | 4J(7) | 80,000 | 01/27/2009(13) | 01/27/2009(13) | Common Stock | 4,000,000 | (7) | 80,000 | D | |||
Series A ConvertiblePreferred Stock | (6) | 09/06/2002 | 4C | 80,000 | 01/27/2009(13) | 01/27/2009(13) | Common Stock | 4,000,000 | $0 | 0 | D | |||
Series B Preferred Stock | (8) | 02/11/2005 | 4P | 2,500 | 01/27/2009(13) | 01/27/2009(13) | Common Stock | 750,523 | $100 | 2,500 | D | |||
Series B Preferred Stock | (8) | 11/14/2007 | 4C | 2,500 | 01/27/2009(13) | 01/27/2009(13) | Common Stock | 750,523 | $100 | 0 | D | |||
Warrants | $0.08 | 09/06/2002 | 4J(1) | 48,402,985 | 01/27/2009(13) | 09/06/2007 | Common Stock | 48,402,985 | (1) | 48,402,985 | D | |||
Warrants | $0.08 | 09/06/2002 | 4J(7) | 20,597,015 | 01/27/2009(13) | 09/06/2007 | Common Stock | 20,597,015 | (7) | 69,000,000 | D | |||
Warrants | $1.5 | 11/14/2003 | J(2) | 8,053,530 | 01/27/2009(13) | 11/14/2008 | Common Stock | 8,053,530 | (2) | 77,053,530 | D | |||
Warrants | $2 | 11/14/2003 | J(2) | 8,053,530 | 01/27/2009(13) | 11/14/2008 | Common Stock | 8,053,530 | (2) | 85,107,060 | D | |||
Warrants | $1.5 | 11/17/2003 | 4P | 752,616 | 01/27/2009(13) | 11/17/2008 | Common Stock | 752,616 | (9) | 85,859,676 | D | |||
Warrants | $2 | 11/17/2003 | 4P | 752,616 | 01/27/2009(13) | 11/17/2008 | Common Stock | 752,616 | (9) | 86,612,292 | D | |||
Warrants | $1.25 | 11/15/2004 | 4J(10) | 833,334 | 01/27/2009(13) | 11/15/2009 | Common Stock | 833,334 | (10) | 87,445,626 | D | |||
Warrants | $1.5 | 11/15/2004 | 4J(10) | 833,334 | 01/27/2009(13) | 11/15/2009 | Common Stock | 833,334 | (10) | 88,278,960 | D | |||
Warrants | $1.25 | 03/01/2005 | 4J(11) | 69,445 | 01/27/2009(13) | 03/01/2010 | Common Stock | 69,445 | (11) | 88,348,405 | D | |||
Warrants | $1.5 | 03/01/2005 | 4J(11) | 69,445 | 01/27/2009(13) | 03/01/2010 | Common Stock | 69,445 | (11) | 88,417,850 | D | |||
Warrants | $0.08 | 01/27/2006 | 4X | 2,625,000 | 01/27/2009(13) | 06/29/2011 | Common Stock | 2,625,000 | $0 | 85,792,850 | D | |||
Warrants | $0.08 | 02/08/2006 | 4X | 31,875,000 | 01/27/2009(13) | 06/29/2011 | Common Stock | 31,875,000 | $0 | 53,917,850 | D | |||
Warrants | $0.08 | 03/30/2006 | 4X | 10,000,000 | 01/27/2009(13) | 06/29/2011 | Common Stock | 10,000,000 | $0 | 43,917,850 | D | |||
Warrants | (12) | 03/30/2006 | 4J(12) | 833,334 | 01/27/2009(13) | 03/30/2011 | Common Stock | 833,334 | $0 | 43,084,516 | D | |||
Warrants | (12) | 03/30/2006 | 4J(12) | 833,334 | 01/27/2009(13) | 03/30/2011 | Common Stock | 833,334 | $0 | 42,251,182 | D | |||
Warrants | $0.08 | 04/20/2006 | 4X | 1,250,000 | 01/27/2009(13) | 06/29/2011 | Common Stock | 1,250,000 | $0 | 41,001,182 | D | |||
Warrants | $0.08 | 04/26/2006 | 4X | 1,000,000 | 01/27/2009(13) | 06/29/2011 | Common Stock | 1,000,000 | $0 | 40,001,182 | D | |||
Warrants | $0.08 | 05/01/2006 | 4X | 4,437,500 | 01/27/2009(13) | 06/29/2011 | Common Stock | 4,437,500 | $0 | 35,563,682 | D | |||
Warrants | $0.08 | 05/12/2006 | 4X | 625,000 | 01/27/2009(13) | 06/29/2011 | Common Stock | 625,000 | $0 | 34,938,682 | D |
Explanation of Responses: |
1. 50,000,000 shares of Common Stock, 3,930,000 shares of Series A Convertible Preferred Stock, Warrants for 48,402,905 shares of Common Stock, and a Convertible Promissory Note in the principal amount of $1,161,850 were issued to the Reporting Person in consideration for 100% of the capital stock of a wholly owned subsidiary of the Reporting Person valued at approximately $13,816,631. The per share value ascribed to the Common Stock was $0.06. |
2. 14,829,288 shares of Common Stock, Warrants for 8,053,530 shares of Common Stock having a strike price of $1.50, and Warrants for 8,053,530 shares of Common Stock having a strike price of $2.00 were issued to the Reporting Person in consideration for the cancellation of approximately $11.6 million of indebtedness owed by the Issuer and its subsidiaries to the Reporting Person. The per share value ascribed to the Common Stock was $0.78. Pursuant to Section 16(b) of the Securities Exchange Act of 1934, securities acquired in connection with a debt previously contracted are exempt from Section 16(b). |
3. Shares and warrants issued as consideration for the cancellation of approximately $13.8 million of indebtedness. The per share value ascribed to the Common Stock was $0.50. Pursuant to Section 16(b) of the Securities Exchange Act of 1934, securities acquired in connection with a debt previously contracted are exempt from Section 16(b). |
4. Reverse stock split of 7 for 1. |
5. A total of 45,880,965 shares of Common Stock and 36,743,028 warrants having an exercise price of $0.40 were issued as consideration for the cancellation of approximately $18.3 million of indebtedness. The Reporting Person held approximately a 42% interest in such cancelled indebtedness, so the shares received represent approximately 42% of the total shares so issued. Pursuant to Section 16(b) of the Securities Exchange Act of 1934, securities acquired in connection with a debt previously contracted are exempt from Section 16(b). |
6. Each share of Series A Convertible Preferred Stock was convertible into 50 shares of Common Stock. |
7. 80,000 shares of Series A Convertible Preferred Stock and Warrants for 20,597,015 shares of Common Stock were issued to the Reporting Person in consideration for 100% of the capital stock of a wholly owned subsidiary of the Reporting Person valued at approximately $2,000,000. |
8. These shares were convertible at approximately 300 shares of Common Stock per one share of Series B Preferred Stock. |
9. These warrants were received in connection with the purchase of 1,388,889 shares of Common Stock at $0.72 per share. |
10. These warrants were received as consideration for the Reporting Person's commitment to provide up to $3,000,000 of equity financing to the Issuer. |
11. These warrants were received in connection with the purchase of 2,500 shares of Series B Preferred Stock at $100 per share. |
12. Surrendered for cancellation for no consideration. |
13. Not applicable. |
ENER1 GROUP, INC., /s/ Charles Gassenheimer, Chief Executive Officer | 01/09/2009 | |
BZINFIN, S.A., /s/ Patrick T. Bittel, by Power of Attorney | 01/21/2009 | |
** 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 Number. |