SEC FORM 5

SEC Form 5

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.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Sail Venture Management, LLC

(Last)

(First)

(Middle)

3161 MICHELSON DRIVE

SUITE 750

(Street)

IRVINE

92612

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Enerpulse Technologies, Inc. [ ENPT ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014

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

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

	Form filed by One Reporting Person
X	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. 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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/18/2013		J4⁽¹⁾	2,378,529	D	$0.00⁽¹⁾	0	I	By SAIL Venture Partners II, LP⁽²⁾
Common Stock	11/18/2013		J4⁽¹⁾	2,378,529	A	$0.00⁽¹⁾	2,378,529⁽³⁾	I	By SVP II Xtreme Power Joint Venture, LP⁽⁴⁾
Common Stock	05/06/2014		J4⁽⁵⁾	1,254,657	A	$0.00⁽⁵⁾	1,254,657⁽³⁾	I	By SAIL Exit Partners, LLC⁽⁶⁾
Common Stock	06/06/2014		J4⁽⁷⁾	2,378,529	D	$0.00⁽⁷⁾	0	I	By SVP II Xtreme Power Joint Venture, LP⁽⁴⁾
Common Stock	06/06/2014		J4⁽⁷⁾	2,378,529	A	$0.00⁽⁷⁾	3,633,186⁽³⁾	I	By SAIL Exit Partners, LLC⁽⁶⁾
Common Stock	12/15/2014		L	5,000	A	$0.5	3,638,186⁽³⁾	I	By SAIL Exit Partners, LLC⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Warrant (Right to Buy)	$2.01	11/18/2013		4J⁽¹⁾		515,944	09/04/2013	⁽⁸⁾	Common Stock	515,944	$0.00⁽¹⁾	0	I	By SAIL Venture Partners II, LP⁽²⁾
Series C Warrant (Right to Buy)	$2.74	11/18/2013		4J⁽¹⁾		82,054	09/04/2013	⁽⁸⁾	Common Stock	82,054	$0.00⁽¹⁾	0	I	By SAIL Venture Partners II, LP⁽²⁾
Series D Warrant (Right to Buy)	$2.66	11/18/2013		4J⁽¹⁾		123,911	09/04/2013	12/31/2017	Common Stock	123,911	$0.00⁽¹⁾	0	I	By SAIL Venture Partners II, LP⁽²⁾
Series B Warrant (Right to Buy)	$2.01	11/18/2013		4J⁽¹⁾	515,944		09/04/2013	⁽⁸⁾	Common Stock	515,944	$0.00⁽¹⁾	515,944⁽³⁾	I	By SVP II Xtreme Power Joint Venture, LP⁽⁴⁾
Series C Warrant (Right to Buy)	$2.74	11/18/2013		4J⁽¹⁾	82,054		09/04/2013	⁽⁸⁾	Common Stock	82,054	$0.00⁽¹⁾	82,054⁽³⁾	I	By SVP II Xtreme Power Joint Venture, LP⁽⁴⁾
Series D Warrant (Right to Buy)	$2.66	11/18/2013		4J⁽¹⁾	123,911		09/04/2013	12/31/2017	Common Stock	123,911	$0.00⁽¹⁾	123,911⁽³⁾	I	By SVP II Xtreme Power Joint Venture, LP⁽⁴⁾
Series C Warrant (Right to Buy)	$2.74	05/06/2014		4J⁽⁹⁾	27,352		09/04/2013	⁽⁸⁾	Common Stock	27,352	$0.00⁽⁹⁾	27,352⁽³⁾	I	By SAIL Exit Partners, LLC⁽⁶⁾
Series D Warrant (Right to Buy)	$2.66	05/06/2014		4J⁽¹⁰⁾	191,498		09/04/2013	12/31/2017	Common Stock	191,498	$0.00⁽¹⁰⁾	191,498⁽³⁾	I	By SAIL Exit Partners, LLC⁽⁶⁾
Series B Warrant (Right to Buy)	$2.01	06/06/2014		4J⁽⁷⁾		515,944	09/04/2013	⁽⁸⁾	Common Stock	515,944	$0.00⁽⁷⁾	0	I	By SVP II Xtreme Power Joint Venture, LP⁽⁴⁾
Series C Warrant (Right to Buy)	$2.74	06/06/2014		4J⁽⁷⁾		82,054	09/04/2013	⁽⁸⁾	Common Stock	82,054	$0.00⁽⁷⁾	0	I	By SVP II Xtreme Power Joint Venture, LP⁽⁴⁾
Series D Warrant (Right to Buy)	$2.66	06/06/2014		4J⁽⁷⁾		123,911	09/04/2013	12/31/2017	Common Stock	123,911	$0.00⁽⁷⁾	0	I	By SVP II Xtreme Power Joint Venture, LP⁽⁴⁾
Series B Warrant (Right to Buy)	$2.01	06/06/2014		4J⁽⁷⁾	515,944		09/04/2013	⁽⁸⁾	Common Stock	515,944	$0.00⁽⁷⁾	515,944⁽³⁾	I	By SAIL Exit Partners, LLC⁽⁶⁾
Series C Warrant (Right to Buy)	$2.74	06/06/2014		4J⁽⁷⁾	82,054		09/04/2013	⁽⁸⁾	Common Stock	82,054	$0.00⁽⁷⁾	109,406⁽³⁾	I	By SAIL Exit Partners, LLC⁽⁶⁾
Series D Warrant (Right to Buy)	$2.66	06/06/2014		4J⁽⁷⁾	123,911		09/04/2013	12/31/2017	Common Stock	123,911	$0.00⁽⁷⁾	315,409⁽³⁾	I	By SAIL Exit Partners, LLC⁽⁶⁾

1. Name and Address of Reporting Person^*

Sail Venture Management, LLC

(Last)

(First)

(Middle)

3161 MICHELSON DRIVE

SUITE 750

(Street)

IRVINE

92612

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Sail Venture Partners II, LLC

(Last)

(First)

(Middle)

3161 MICHELSON DRIVE

SUITE 750

(Street)

IRVINE

92612

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SAIL VENTURE PARTNERS II LP

(Last)

(First)

(Middle)

3161 MICHELSON DRIVE

SUITE 750

(Street)

IRVINE

92612

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SVP II Xtreme Power Joint Venture, LP

(Last)

(First)

(Middle)

3161 MICHELSON DRIVE

SUITE 750

(Street)

IRVINE

92612

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SAIL Exit Partners, LLC

(Last)

(First)

(Middle)

3161 MICHELSON DRIVE

SUITE 750

(Street)

IRVINE

92612

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The securities were transferred by SAIL Venture Partners II, LP to SVP II Xtreme Power Joint Venture, LP, an affiliate of SAIL Venture Partners II, LP, in exchange for Class A Membership interests in SVP II Xtreme Power Joint Venture, LP.

2. These securities are owned directly by SAIL Venture Partners II, LP, of which SAIL Venture Partners II, LLC is the general partner, of which SAIL Venture Management, LLC is the manager. SAIL Venture Partners II, LLC and SAIL Venture Management, LLC are indirect beneficial owners of the reported securities.

3. The reporting entities disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting entities are the beneficial owners of these securities for Section 16 or any other purpose.

4. These securities are owned directly by SVP II Xtreme Power Joint Venture, LP, of which SAIL Venture Partners II, LLC is the general partner, of which SAIL Venture Management, LLC is the manager. SAIL Venture Partners II, LLC and SAIL Venture Management, LLC are indirect beneficial owners of the reported securities.

5. The shares were transferred from SAIL Venture Partners, LP, SAIL Sustainable Louisiana II, LP, SAIL 2010 Co-Investment Partners, LP, and SAIL Pre-Exit Acceleration Fund, LP, various affiliates of the reporting entities, to SAIL Exit Partners, LLC, in exchange for Class A Membership interests in SAIL Exit Partners, LLC. The shares transferred were valued at $0.62 per share.

6. These securities are owned directly by SAIL Exit Partners, LLC, of which SAIL Venture Partners II, LLC is the manager, of which SAIL Venture Management, LLC is the manager. SAIL Venture Partners II, LLC and SAIL Venture Management, LLC are indirect beneficial owners of the reported securities.

7. The securities were transferred from SVP II Xtreme Power Joint Venture, LP to SAIL Exit Partners, LLC automatically on the effective date of the merger of SVP II Xtreme Power Joint Venture, LP with and into SAIL Exit Partners, LLC.

8. The warrant does not have an expiration date.

9. The securities were transferred from SAIL 2010 Co-Investment Partners, LP, an affiliate of the reporting entities, to SAIL Exit Partners, LLC, in exchange for Class A Membership interests in SAIL Exit Partners, LLC.

10. The securities were transferred from SAIL Pre-Exit Acceleration Fund, LP and SAIL Sustainable Louisiana II, LP, affiliates of the reporting entities, to SAIL Exit Partners, LLC, in exchange for Class A Membership interests in SAIL Exit Partners, LLC.

Remarks:

	F. Henry Habicht II, Member	02/12/2015
	/s/ F. Henry Habicht II	02/12/2015
	/s/ F. Henry Habicht II	02/12/2015
	/s/ F. Henry Habicht II	02/12/2015
	/s/ H. Henry Habicht II	02/12/2015
	** Signature of Reporting Person	Date
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