SEC FORM 4

SEC Form 4

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^*

DEBRUCE PAUL

(Last)

(First)

(Middle)

411 NICHOLS ROAD

SUITE 217

(Street)

KANSAS CITY

64112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XZERES Corp. [ XPWR ]

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

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

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)

X	Form filed by One Reporting Person
	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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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, 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)
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)	Code	V	(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)
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).
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