SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Cacioppo James

(Last)

(First)

(Middle)

C/O ONE EAST CAPITAL ADVISORS, L.P.

225 NE MIZNER BLVD., SUITE 720

(Street)

BOCA RATON

33432

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VISCOUNT SYSTEMS INC [ VSYS ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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			3				2,614,163⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Common Stock	12/23/2015		A4	500,000	A	⁽⁴⁾	500,000	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)	4. Transaction Code (Instr. 8)	(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)
Warrant	$0.065			3			06/07/2012	06/06/2017	Common Stock	3,071,253		3,071,253⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Warrant	$0.065			3			06/07/2012	06/06/2017	Common Stock	3,071,253		3,071,253⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	$0.0407⁽⁶⁾			3			06/07/2012	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	24,570.024⁽⁸⁾		250⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.0407⁽⁶⁾			3			06/07/2012	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	24,570.024⁽⁸⁾		250⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	$0.0419⁽⁶⁾			3			07/02/2012	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	23,866.343⁽⁸⁾		251.444⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.0419⁽⁶⁾			3			07/02/2012	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	23,866.343⁽⁸⁾		251.444⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	$0.0468⁽⁶⁾			3			10/01/2012	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	21,367.355⁽⁸⁾		256.529⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.0468⁽⁶⁾			3			10/01/2012	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	21,367.355⁽⁸⁾		256.529⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	$0.0407⁽⁶⁾			3			10/25/2012	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	24,570.024⁽⁸⁾		506.529⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Warrant	$0.065			3			10/25/2012	06/06/2017	Common Stock	3,071,253		6,142,506⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	$0.0467⁽⁶⁾			3			01/03/2013	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	21,413.261⁽⁸⁾		261.717⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.0467⁽⁶⁾			3			01/03/2013	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	21,413.258⁽⁸⁾		516.772⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	$0.0816⁽⁶⁾			3			04/01/2013	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	12,254.941⁽⁸⁾		266.777⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.0816⁽⁶⁾			3			04/01/2013	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	12,254.929⁽⁸⁾		526.763⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Warrant	$0.18			3			05/17/2013	05/17/2016	Common Stock	555,555		3,626,808⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.0876⁽⁶⁾			3			07/01/2013	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	11,415.483⁽⁸⁾		272.409⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.0876⁽⁶⁾			3			07/01/2013	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	11,415.52⁽⁸⁾		537.884⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	$0.0578⁽⁶⁾			3			09/30/2013	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	17,300.962⁽⁸⁾		277.918⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.0578⁽⁶⁾			3			09/30/2013	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	17,301.002⁽⁸⁾		548.761⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	$0.068⁽⁶⁾			3			12/31/2013	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	14,705.737⁽⁸⁾		283.6⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.068⁽⁶⁾			3			12/31/2013	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	14,705.856⁽⁸⁾		559.98⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Warrant	$0.2			3			03/10/2014	03/27/2019	Common Stock	555,555		4,182,363⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.112⁽⁶⁾			3			03/31/2014	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	8,928.597⁽⁸⁾		289.272⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.112⁽⁶⁾			3			03/31/2014	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	8,928,571⁽⁸⁾		571.18⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	$0.0993⁽⁶⁾			3			06/30/2014	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	10,070.427⁽⁸⁾		295.122⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.0993⁽⁶⁾			3			06/30/2014	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	10,070.47⁽⁸⁾		582.731⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	$0.0741⁽⁶⁾			3			09/30/2014	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	13,513.59⁽⁸⁾		301.156⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.0741⁽⁶⁾			3			09/30/2014	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	13,513.514⁽⁸⁾		594.645⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	$0.0698⁽⁶⁾			3			12/31/2014	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	14,326.62⁽⁸⁾		307.313⁽¹⁾	I	By One East Partners Master, L.P.⁽²⁾⁽³⁾
Series A Convertible Redeemable Preferred Stock	$0.0698⁽⁶⁾			3			12/31/2014	⁽⁷⁾	Common Stock or Senior Secured Convertible Notes	14,326.643⁽⁸⁾		606.802⁽¹⁾	I	By One East Partners Opportunities, L.P.⁽³⁾⁽⁵⁾

Explanation of Responses:

1. Represents the amount of securities of the issuer indirectly held by James A. Cacioppo ("Cacioppo"), as of May 19, 2015, the date on which Cacioppo was appointed to the board of directors of the issuer. These securities are the entire amounts held by One East Partners Master, L.P. ("OEP Master") or One East Partners Opportunities, L.P. ("OEP Opportunities"), investment funds managed by Cacioppo and in which Cacioppo possesses an indirect pecuniary ownership interest of only a portion of these interests.

2. These securities are held by OEP Master, an investment fund for which One East Capital Advisors ("OEP Advisors") acts as investment advisor, and with respect to which OEP Advisors shares voting and investment control. Cacioppo is the managing partner of OEP Advisors and controls the voting and investment decisions of OEP Advisors. (Continued in footnote 3).

3. Cacioppo disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership of such securities for Section 16 purposes or any other purpose.

4. Restricted common stock of the issuer ("Common Stock") granted to Cacioppo for $0 as approved by the issuer's compensation committee. The Common Stock shall fully vest one year from the date of grant.

5. These securities are held by OEP Opportunities, an investment fund for which OEP Advisors acts as an investment advisor, and with respect to which OEP Advisors shares voting and investment control. Cacioppo is the managing partner of OEP Advisors and controls the voting and investment decisions of OEP Advisors. (Continued in footnote 3)

6. The conversion price of the Series A Convertible Redeemable Preferred Stock of the issuer (the "A Shares") is subject to adjustment as provided in that certain Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of Viscount Systems, Inc., dated as of June 5, 2012, as amended from time to time (the "Certificate of Designation").

7. The A Shares have no expiration date.

8. Each A Share, at each holder's option, could be convertible into either common stock of the issuer ("Common Stock") or senior secured convertible notes of the issuer subject to the terms contained in the Certificate of Designation and that certain Consent by Series A Holders, dated as of February 24, 2014. The number of shares reported represent the number of shares of Common Stock that would be issued upon conversion of 1 A Share.

Remarks:

1 of 2

	/s/ James A. Cacioppo	03/28/2016
	** Signature of Reporting Person	Date
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