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^*

Thomson Robert H

(Last)

(First)

(Middle)

20 WEST 55TH STREET

FLOOR 5

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2011

3. Issuer Name and Ticker or Trading Symbol
T3 Motion, Inc. [ TMMME.OB ]

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

X	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	5,097,635	I	By Vision Opportunity Master Fund, Ltd.⁽¹⁾
Common Stock	885,969	I	By Vision Capital Advantage Fund, L.P.⁽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 A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	14,903,530⁽⁴⁾	⁽²⁾	I⁽⁴⁾	By Vision Opportunity Master Fund, Ltd.⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,837,866⁽⁵⁾	⁽²⁾	I⁽⁵⁾	By Vision Capital Advantage Fund, L.P.⁽¹⁾
Options (right to buy)	⁽³⁾	07/21/2020	Common Stock	38,593⁽⁴⁾	$0.5	I⁽⁴⁾	By Vision Opportunity Master Fund⁽¹⁾
Options (right to buy)	⁽³⁾	07/21/2020	Common Stock	11,407⁽⁵⁾	$0.5	I⁽⁵⁾	By Vision Capital Advantage Fund, L.P.⁽¹⁾

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. The shares of Series A Convertible Preferred Stock are convertible at any time, at the holders' election, into the number of shares of common stock equal to the quotient of the liquidation preference amount of $7.00 per share divided by the current conversion price of $3.50 per share (assuming the reverse split described below) times the number of shares of Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock has no expiration date.

3. Option is exercisable only for vested shares. 25% of the shares underlying the option vest on July 21, 2011, the one year anniversary of the vesting commencement date; the remainder vest montly in equal installments over the subsequent three year period.

4. The reported securities are owned directly by Vision Opportunity Master Fund, Ltd. ("VOMF"). Each of Mr. Thomson and VCAF (as defined below) disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Thomson or VCAF is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 (the "Exchange Act") or for any other purpose.

5. The reported securities are owned directly by Vision Capital Advantage Fund, L.P. ("VCAF"). Each of Mr. Thomson and VOMF disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Thomson or VOMF is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

	/s/ Kelly J. Anderson, as Attorney in Fact for Robert Thomson	05/02/2011
	** 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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