1. | Names of Reporting Person: PAER TOMAS RASMUS NORLING |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) | [ ] |
(b) | [ ] |
| NOT APPLICABLE |
3. | SEC Use Only: |
4. | Source of Funds (See Instructions): | PF |
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | N/A |
6. | Citizenship or Place of Organization: | Sweden |
7. | Sole Voting Power: | 54,700,000 shares of common stock |
8. | Shared Voting Power: | N/A |
9. | Sole Dispositive Power: | 54,700,000 shares of common stock |
10. | Shared Dispositive Power: | N/A |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 54,700,000 shares of common stock |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable |
13. | Percent of Class Represented by Amount in Row (11): | 55.8% |
14. | Type of Reporting Person (See Instructions): | IN |
This Schedule 13D/A (Amendment No. 4) is being filed by PAER TOMAS RASMUS (RASMUS) NORLING (the Reporting Person) relating to Shares of Common Stock, par value $0.001 per share, of TRITON EMISSION SOLUTIONS INC. (formerly Poly Shield Technologies Inc.) (the Issuer) having its principal executive offices located at 151 San Francisco St., Suite 201, San Juan, PR 00901.
This Schedule 13D/A (Amendment No. 5) amends and supplements the Schedule 13D of the Reporting Person filed with the Securities and Exchange Commission on March 5, 2013, and as amended March 19, 2014, June 5, 2014, June 27, 2014 and August 7, 2014. Except as specifically amended hereby and as previously amended by the Reporting Person, the disclosure set forth in the Schedule 13D of the Reporting Person shall remain unchanged.
(a) | Aggregate Beneficial Ownership: |
Class of Securities | Number of Securities(1) | Percentage of Class |
Common Stock | 54,700,000 Shares of Common Stock (direct)(2) | 55.8% |
| (1) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the persons actual ownership or voting power with respect to the number of shares of Common Stock actually outstanding on the date of this Schedule 13D Statement. As of August 4, 2014, there were 87,995,005 shares of Common Stock issued and outstanding. |
| (2) | Includes warrants to acquire 10,000,000 shares of Common Stock at an exercise price of $1.00 per share until March 7, 2017. |
(b) | Power to Vote and Dispose of the Issuer Shares: |
(c) | Transactions Effected During the Past 60 Days: |
Date of Sale | Shares Disposed of | Price per Share |
November 4, 2014 | 2,000,000 | $0.50 |
(d) | Right of Others to Receive Dividends or Proceeds of Sale: |
(e) | Date Ceased to be the Beneficial Owner of More Than Five Percent: |
Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On July 28, 2014, the Reporting Person entered into a letter agreement with KF Business Ventures, LP, (KFBV) whereby KFBV agreed to purchase an aggregate of 8,000,000 shares in the Common Stock of the Issuer from the Reporting Person at a price of $0.50 per share. Closing of the sale to KFBV was originally scheduled to occur in two installments. The first installment of 4,000,000 shares sold to KFBV occurred on August 4, 2014. A second installment of 2,000,000 shares sold to KFBV occurred on November 4, 2014 as reported under Item 5 hereof. The Reporting Person and KFBV verbally agreed to delay sale of the final 2,000,000 shares to be sold to KFBV (originally scheduled for November 4, 2014) to February 2, 2015.
November 6, 2014 | |
Date | |
/s/ Rasmus Norling | |
Signature | |
RASMUS NORLING | |
Name/Title |