0000899243-16-034239.txt : 20161123
0000899243-16-034239.hdr.sgml : 20161123
20161123103416
ACCESSION NUMBER: 0000899243-16-034239
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161121
FILED AS OF DATE: 20161123
DATE AS OF CHANGE: 20161123
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: EnSync, Inc.
CENTRAL INDEX KEY: 0001140310
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
IRS NUMBER: 391987014
STATE OF INCORPORATION: WI
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: N93 W14475 WHITTAKER WAY
CITY: MENOMONEE FALLS
STATE: WI
ZIP: 53051
BUSINESS PHONE: 262-253-9800
MAIL ADDRESS:
STREET 1: N93 W14475 WHITTAKER WAY
CITY: MENOMONEE FALLS
STATE: WI
ZIP: 53051
FORMER COMPANY:
FORMER CONFORMED NAME: ZBB ENERGY CORP
DATE OF NAME CHANGE: 20010509
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: He Jilun
CENTRAL INDEX KEY: 0001684251
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33540
FILM NUMBER: 162015243
MAIL ADDRESS:
STREET 1: 45F, CHINA RESOURCES BUILDING
STREET 2: 26 HARBOUR ROAD, WAN CHAI
CITY: HONG KONG
STATE: K3
ZIP: 00000
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-11-21
0
0001140310
EnSync, Inc.
ESNC
0001684251
He Jilun
45F, CHINA RESOURCES BUILDING
26 HARBOUR ROAD, WAN CHAI
HONG KONG
K3
00000
HONG KONG
0
0
1
0
Common Stock
2016-11-21
4
P
0
70563
0.936
A
7614746
D
Common Stock
2016-11-22
4
P
0
511150
0.996
A
8125896
D
Common Stock
2016-11-23
4
P
0
425097
1.042
A
8550993
D
Common Stock
2016-10-25
4
P
0
8000000
0.68
A
8000000
I
By Melodious Investments Company Limited
Series C-1 Convertible Preferred Stock
0.6678
Common Stock
10500000
10500000
I
By Melodious Investments Company Limited
Series C-2 Convertible Preferred Stock
0.6678
Common Stock
6500000
6500000
I
By Melodious Investments Company Limited
This transaction was executed in multiple trades at prices ranging from $0.93 to $0.95; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
This transaction was executed in multiple trades at prices ranging from $0.913 to $1.05; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
This transaction was executed in multiple trades at prices ranging from $1.016 to $1.05; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
Pursuant to a share purchase agreement (the "Share Purchase Agreement") dated as of August 30, 2016 among Melodious Investments Company Limited ("MICL"), Jilun He and SPI Solar, Inc. ("SPI"), MICL purchased an aggregate of 8,000,000 shares of the issuer's Common Stock at a per share price of $0.68 on October 25, 2016.
Jilun He currently owns the entire outstanding share capital of Melodious International Investments Group Limited, which currently owns the entire outstanding share capital of Melodious Investments Company Limited which directly holds (i) 8,000,000 shares of the issuer's Common Stock, and (ii) 7,012 shares of the issuer's Series C-1 Convertible Preferred Stock and 4,341 shares of the issuer's Series C-2 Convertible Preferred Stock. Jilun He is the sole director of Melodious International Investments Group Limited and Melodious Investments Company Limited.
Pursuant to the Share Purchase Agreement, MICL has the right to request SPI to repurchase such Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock (the "Preferred Shares") at a price of US$1,018.25 per share, plus an uncompounded 10% annual interest in the event any of the Preferred Shares is not converted into Common Stock of the issuer within six months following the closing date under the share purchase agreement.
Series C-1 Convertible Preferred Stock will only become convertible upon the completion of five megawatts worth of solar projects (the "Projects") in accordance with certain supply agreement by and between Solar Power, Inc. and the issuer dated July 13, 2015 and has no expiration date.
Series C-2 Convertible Preferred Stock will only become convertible upon the completion of 15 megawatts worth of Projects and has no expiration date.
/s/ He Jilun
2016-11-23