FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
XZERES Corp. [ XPWR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/21/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $.001 per share | 08/21/2014 | P | 3,594,120 | A | $0.25 | 8,038,564 | D | |||
Common Stock, par value $.001 per share | 08/21/2014 | X | 3,214,108 | A | $0.35 | 11,252,672 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (right to buy)(1)(2) | $0.2761 | 08/21/2014 | X | 3,168,654 | 03/29/2013 | 03/29/2017 | Common Stock | 3,168,654 | $0 | 0 | D | ||||
Warrants (right to buy)(1)(3) | $0.2761 | 08/21/2014 | X | 45,454 | 07/31/2013 | 07/31/2017 | Common Stock | 829,246 | $0 | 829,246 | D | ||||
Warrants (right to buy)(1)(4) | $0.2761 | 10/01/2013 | 10/01/2017 | Common Stock | 583,347 | 583,347 | D | ||||||||
Warrants (right to buy)(1)(5) | $0.361 | 12/16/2013 | 12/16/2016 | Common Stock | 2,372,503 | 2,372,503 | D | ||||||||
Warrants (right to buy)(1)(6) | $0.2761 | 04/23/2014 | 04/23/2018 | Common Stock | 972,165 | 972,165 | D |
Explanation of Responses: |
1. The number of shares to which these Warrants relate, as well as their respective exercise prices, are subject to antidilution adjustment provisions. |
2. This Warrant previously was reported as relating to 2,500,000 shares with an exercise price of $0.35 per share. As a result of the Warrant's adjustment provisions, the Warrant was adjusted to relate to 3,168,654 shares (all of which are being issued in the reported exercise) and an exercise price of $0.2761 per share. |
3. This Warrant previously was reported as relating to 690,000 shares with an exercise price of $0.35 per share. As a result of the Warrant's adjustment provisions, the Warrant was adjusted to relate to 874,700 shares (of which 45,454 shares are being used in the reported exercise) and an exercise price of $0.2761 per share. |
4. This Warrant previously was reported as relating to 498,333 shares with an exercise price of $0.35 per share. As a result of the Warrant's adjustment provisions, the Warrant was adjusted to relate to 583,347 shares and an exercise price of $0.2761 per share. |
5. This Warrant previously was reported as relating to 2,222,222 shares with an exercise price of $0.385 per share. As a result of the Warrant's adjustment provisions, the Warrant was adjusted to relate to 2,372,503 shares and an exercise price of $0.361 per share. |
6. This Warrant previously was reported as relating to 969,160 shares with an exercise price of $0.35 per share. As a result of the Warrant's adjustment provisions, the Warrant was adjusted to relate to 972,165 shares and an exercise price of $0.2761 per share. |
/s/Paul DeBruce | 08/21/2014 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |