SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Solar Power, Inc.

(Last)

(First)

(Middle)

3400 DOUGLAS BOULEVARD, SUITE 285

(Street)

ROSEVILLE

95661

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2015

3. Issuer Name and Ticker or Trading Symbol
ZBB ENERGY CORP [ ZBB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share ("Common Stock")	8,000,000	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	42,000,000⁽²⁾⁽³⁾	$0.6678⁽²⁾⁽³⁾	D⁽²⁾⁽³⁾
Warrant	⁽⁴⁾	⁽⁴⁾	Common Stock	50,000,000⁽⁴⁾	$0.7346⁽⁴⁾	D⁽⁴⁾

Explanation of Responses:

1. Solar Power, Inc. (the "Reporting Person") is the beneficial owner of 8,000,000 shares of Common Stock.

2. The Reporting Person is the beneficial owner of 28,048 shares of the issuer's Series C convertible Preferred Stock (the "Subscribed Preferred Shares") convertible into 42,000,000 shares of Common Stock. Pursuant to certain securities purchase agreement (the "Securities Purchase Agreement") by and between the Reporting Person and the issuer dated April 17, 2015, the Subscribed Preferred Shares are convertible at a conversion price of $0.6678, prepaid at the closing (the "Closing") of the transactions contemplated under the Securities Purchase Agreement; provided, that (A) the first one-fourth of the Subscribed Preferred Shares only become convertible upon the completion of five megawatts worth of solar projects (the "Projects") in accordance with certain supply agreement by and between the Reporting Person and the issuer dated July 13, 2015,

3. (Continued from footnote 2) (B) the second one-fourth only become convertible upon the completion of 15 megawatts worth of Projects, (C) the third one-fourth only become convertible upon the completion of 25 megawatts worth of Projects and (D) the last one-fourth only become convertible upon the completion of 40 megawatts worth of Projects.

4. The Reporting Person is the beneficial owner of a warrant (the "Warrant") to purchase 50,000,000 shares of Common Stock at an exercise price equal to $0.7346. The Warrant has a four year term beginning on the date of the Closing and only becomes exercisable upon the completion of 40 megawatts worth of Projects.

Remarks:

	/s/ Amy Jing Liu, Chief Financial Officer, on behalf of Solar Power, Inc.	07/16/2015
	** 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 5 (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).
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