*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
1
|
NAMES OF REPORTING PERSONS
|
|||||
BridgePointe Master Fund Ltd
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|||||
(a) ¨
|
||||||
(b) ¨
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||
Cayman Islands
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
|
|||||
395,022
|
||||||
6 SHARED VOTING POWER
|
||||||
464,466
|
||||||
7 SOLE DISPOSITIVE POWER
|
||||||
395,022
|
||||||
8 SHARED DISPOSITIVE POWER
|
||||||
464,466
|
||||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
464,466
|
||||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
|
||||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||||
3.28%
|
||||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|||||
CO
|
1
|
NAMES OF REPORTING PERSONS
|
|||||
Roswell Capital Partners, LLC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|||||
(a) ¨
|
||||||
(b) ¨
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||
Georgia
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
|
|||||
|
||||||
6 SHARED VOTING POWER
|
||||||
464,466
|
||||||
7 SOLE DISPOSITIVE POWER
|
||||||
|
||||||
8 SHARED DISPOSITIVE POWER
|
||||||
464,466
|
||||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
464,466
|
||||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
|
||||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||||
3.28%
|
||||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|||||
CO
|
1
|
NAMES OF REPORTING PERSONS
|
|||||
Eric S. Swartz
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|||||
(a) ¨
|
||||||
(b) ¨
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||
United States
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
|
|||||
|
||||||
6 SHARED VOTING POWER
|
||||||
464,466
|
||||||
7 SOLE DISPOSITIVE POWER
|
||||||
|
||||||
8 SHARED DISPOSITIVE POWER
|
||||||
|
||||||
464,466
|
||||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
464,466
|
||||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
|
||||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||||
3.28%
|
||||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|||||
IN
|
1
|
NAMES OF REPORTING PERSONS
|
|||||
Michael C. Kendrick
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|||||
(a) ¨
|
||||||
(b) ¨
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||
United States
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
|
|||||
|
||||||
6 SHARED VOTING POWER
|
||||||
464,466
|
||||||
7 SOLE DISPOSITIVE POWER
|
||||||
|
||||||
8 SHARED DISPOSITIVE POWER
|
||||||
|
||||||
464,466
|
||||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
464,466
|
||||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
|
||||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||||
3.28%
|
||||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|||||
IN
|
1
|
NAMES OF REPORTING PERSONS
|
|||||
Providence Christian Foundation, Inc.
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|||||
(a) ¨
|
||||||
(b) ¨
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||
Georgia
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
|
|||||
69,444
|
||||||
6 SHARED VOTING POWER
|
||||||
464,466
|
||||||
7 SOLE DISPOSITIVE POWER
|
||||||
69,444
|
||||||
8 SHARED DISPOSITIVE POWER
|
||||||
|
||||||
464,466
|
||||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
464,466
|
||||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
|
||||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||||
3.28%
|
||||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|||||
CO
|
Item 1
|
(a)
|
Name of Issuer:
|
|
ECOtality, Inc.
|
|||
Item 1
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
4 Embarcadero Center
Suite 3720
San Francisco, CA 94111
|
|||
Item 2
|
(a)
|
Name of Person Filing:
|
|
BridgePointe Master Fund Ltd.
Roswell Capital Partners, LLC
Eric S. Swartz
Michael C. Kendrick
Providence Christian Foundation, Inc.
|
|||
Item 2
|
(b)
|
Address of Principal Business Offices or, if none, Residence:
|
|
The principal business address of the reporting persons is : 1120 Sanctuary Parkway, Suite 325, Alpharetta, GA 30009
|
|||
Item 2
|
(c)
|
Citizenship
|
|
Reference is made to Item 4 of pages 2 to 6 of this Schedule 13G (this “Schedule”), which Items are incorporated herein by this reference.
|
|||
Item 2
|
(d)
|
Title of Class of Securities:
|
|
Common Stock, $0.001 par value per share
|
|||
Item 2
|
(e)
|
CUSIP Number:
|
|
01374J203
|
|||
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:
|
||
Not Applicable.
|
|||
Item 4.
|
Ownership.
|
||
(a)
|
Amount Beneficially Owned:
|
||
Reference is hereby made to Items 5-9 and 11 of pages 2 to 6 of this Schedule, which Items are incorporated herein by this reference.
BridgePointe Master Fund Ltd. is the owner of (i) warrants to purchase up to 347,222 shares of the Issuer’s common stock (subject to the Ownership Limitations) and (ii) 47,800 shares of the Issuer’s common stock.
Providence Christian Foundation, Inc. was the owner of warrants to purchase up to 69,444 shares of Common Stock.
|
Based on 13,724,959 shares of common stock of the Issuer outstanding as of April 11, 2011, reported in the Issuer's Annual Report Form 10-K filed with the Securities and Exchange Commission on April 15, 2011 (the "Annual Report"), the Reporting Persons currently have the right to acquire up to 416,666 shares of the Issuer’s common stock through the exercise of the warrants.
|
|||
Roswell Capital Partners, LLC (“RCP”), as investment manager of BridgePointe Master Fund Ltd. and Eric S. Swartz and Michael C. Kendrick, as RCP’s principals and co-owners, may be deemed to beneficially own the securities owned by such accounts, in that they may be deemed to have the same power to direct the voting or disposition of those securities. Michael C. Kendrick and his spouse control Providence Christian Foundation, Inc. ("Providence") Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that RCP, Eric S. Swartz, Michael C. Kendrick or Providence is, for any purpose, the beneficial owner of any securities to which this Schedule relates (the “Securities”), except as expressly disclosed herein, and each of RCP, Eric S. Swartz, Michael C. Kendrick and Providence disclaims beneficial ownership as to the Securities, except to the extent of its or his pecuniary interests therein.
|
|||
Under the definition of “beneficial ownership” in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.
|
(b)
|
Percent of Class: 3.28%
|
||
The calculation of percentage of beneficial ownership here and in Item 11 of pages 2 to 6 was based on a total of 14,141,625 shares of common stock deemed outstanding derived from the Annual Report, in which the Issuer reported that the current number of shares of its common stock outstanding was 13,724,959 plus, pursuant to Rule 13d-3(d) promulgated under the Securities Exchange Act of 1934, up to an additional 416,666 shares of common stock that the Reporting Persons may acquire upon the exercise of warrants within 60 days of the date of this Schedule.
|
|||
(c)
|
Number of shares as to which such person has:
|
||
(i)
|
sole power to vote or to direct the vote: 395,022
|
||
(ii)
|
shared power to vote or to direct the vote: 464,466
|
||
(iii)
|
sole power to dispose or to direct the disposition of: 395,022
|
||
(iv)
|
Shared power to dispose or to direct the disposition of: 464,466
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
||
Not Applicable.
|
|||
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
||
Not Applicable.
|
|||
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
||
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
||
Not Applicable.
|
|||
Item 9.
|
Notice of Dissolution of Group.
|
||
Not Applicable.
|
|||
Item 10.
|
Certification.
|
||
Not Applicable.
|
Dated: April 20, 2011
|
Roswell Capital Partners, LLC
|
By: /s/ Eric S. Swartz
|
|
Eric S. Swartz, its Co-Manager
|
|
BridgePointe Master Fund Ltd.
|
|
By: Roswell Capital Partners
its General Partner
|
|
By: /s/ Eric S. Swartz
|
|
Eric S. Swartz, its Co-Manager
|
|
Eric S. Swartz
|
|
By: /s/ Eric S. Swartz
|
|
Eric S. Swartz
|
|
Michael C. Kendrick
|
|
By: /s/ Michael C. Kendrick
|
|
Michael C. Kendrick
|
|
Providence Christian Foundation, Inc.
|
|
By: /s/ Michael C. Kendrick
|
|
Michael C. Kendrick, Trustee
|
|
Dated: April 20, 2011
|
Roswell Capital Partners, LLC
|
By: /s/ Eric S. Swartz
|
|
Eric S. Swartz, its Co-Manager
|
|
BridgePointe Master Fund Ltd.
|
|
By: Roswell Capital Partners
its General Partner
|
|
By: /s/ Eric S. Swartz
|
|
Eric S. Swartz, its Co-Manager
|
|
Eric S. Swartz
|
|
By: /s/ Eric S. Swartz
|
|
Eric S. Swartz
|
|
Michael C. Kendrick
|
|
By: /s/ Michael C. Kendrick
|
|
Michael C. Kendrick
|
Providence Christian Foundation, Inc.
|
|
By: /s/ Michael C. Kendrick
|
|
Michael C. Kendrick, Trustee
|