SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fairbairn Malcolm

(Last)

(First)

(Middle)

C/O ASCEND CAPITAL, LLC

4 ORINDA WAY, SUITE 200-C

(Street)

ORINDA

94563

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2016

3. Issuer Name and Ticker or Trading Symbol
Energous Corp [ WATT ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	81,667	I	By Spouse⁽¹⁾
Common Stock	315,462	I	See footnote⁽¹⁾⁽²⁾
Common Stock	133,333	I	By Trust⁽¹⁾⁽³⁾
Common Stock	133,333	I	By Trust⁽¹⁾⁽⁴⁾
Common Stock	1,618,123	I	See footnote⁽¹⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant	02/13/2017	08/12/2021	Common Stock	809,061	$23	D⁽¹⁾
Warrant	02/13/2017	08/12/2021	Common Stock	809,062	$23	I	By Spouse⁽¹⁾
Warrant	05/19/2013	03/31/2019	Common Stock	13,889	$3.6	I	By Spouse⁽¹⁾

1. Name and Address of Reporting Person^*

Fairbairn Malcolm

(Last)

(First)

(Middle)

C/O ASCEND CAPITAL, LLC

4 ORINDA WAY, SUITE 200-C

(Street)

ORINDA

94563

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FAIRBAIRN EMILY

(Last)

(First)

(Middle)

C/O ASCEND CAPITAL, LLC

4 ORINDA WAY, SUITE 200-C

(Street)

ORINDA

94563

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VALLEY HIGH LIMITED PARTNERSHIP

(Last)

(First)

(Middle)

C/O ASCEND CAPITAL, LLC

4 ORINDA WAY, SUITE 200-C

(Street)

ORINDA

94563

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VALLEY HIGH CAPITAL LLC

(Last)

(First)

(Middle)

C/O ASCEND CAPITAL, LLC

4 ORINDA WAY, SUITE 200-C

(Street)

ORINDA

94563

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GRANT FAIRBAIRN IRREVOCABLE TRUST SEPTEMBER 30, 2011

(Last)

(First)

(Middle)

C/O ASCEND CAPITAL, LLC

4 ORINDA WAY, SUITE 200-C

(Street)

ORINDA

94563

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NINA FAIRBAIRN IRREVOCABLE TRUST SEPTEMBER 30, 2011

(Last)

(First)

(Middle)

C/O ASCEND CAPITAL, LLC

4 ORINDA WAY, SUITE 200-C

(Street)

ORINDA

94563

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Malcolm Fairbairn is a 10% owner of the shares of common stock (the "Shares") of Energous Corporation, a Delaware corporation (the "Issuer"). Malcolm Fairbairn, Emily Fairbairn, Valley High Limited Partnership, Valley High Capital LLC, Nina Fairbairn Irrevocable Trust September 30, 2011, Grant Fairbairn Irrevocable Trust September 30, 2011, Ascend Legend Master Fund, Ltd., Ascend Legend Fund, Ltd., Ascend Partners Fund I, Ltd., Ascend Capital Limited Partnership and Ascend Capital, LLC are members of a 10% group of the Issuer. Please see the Form 3 with respect to the Issuer filed on August 19, 2016 by Ascend Legend Master Fund, Ltd. for more information regarding the Shares held by Ascend Legend Master Fund, Ltd., Ascend Legend Fund, Ltd., Ascend Partners Fund I, Ltd., Ascend Capital Limited Partnership and Ascend Capital, LLC.

2. Valley High Limited Partnership is the direct beneficial owner of these Shares. Valley High Capital LLC is the general partner of Valley High Limited Partnership. Malcolm Fairbairn and Emily Fairbairn are the managing members of Valley High Capital LLC. Valley High Capital LLC, Malcolm Fairbairn and Emily Fairbairn are indirect beneficial owners of these Shares.

3. Nina Fairbairn Irrevocable Trust September 30, 2011 is the direct beneficial owner of these Shares. Malcolm Fairbairn and Emily Fairbairn are co-trustees of the Nina Fairbairn Irrevocable Trust September 30, 2011. Malcolm Fairbairn and Emily Fairbairn are indirect beneficial owners of these Shares.

4. Grant Fairbairn Irrevocable Trust September 30, 2011 is the direct beneficial owner of these Shares. Malcolm Fairbairn and Emily Fairbairn are co-trustees of the Grant Fairbairn Irrevocable Trust September 30, 2011. Malcolm Fairbairn and Emily Fairbairn are indirect beneficial owners of these Shares.

5. These Shares are directly held by Ascend Legend Master Fund, Ltd., which has filed a separate Form 3 with respect to these Shares on August 19, 2016. Malcolm Fairbairn is an indirect beneficial owner of these Shares.

	MALCOLM P. FAIRBAIRN	08/19/2016
	EMILY FAIRBAIRN	08/19/2016
	VALLEY HIGH LIMITED PARTNERSHIP By: Valley High Capital LLC By: Name: Malcolm Fairbairn Title: Managing Member	08/19/2016
	VALLEY HIGH CAPITAL LLC By: Name: Malcolm Fairbairn Title: Managing Member	08/19/2016
	GRANT FAIRBAIRN IRREVOCABLE TRUST SEPTEMBER 30, 2011 By: Name: Malcolm Fairbairn Title: Trustee	08/19/2016
	NINA FAIRBAIRN IRREVOCABLE TRUST SEPTEMBER 30, 2011 By: Name: Malcolm Fairbairn Title: Trustee	08/19/2016
	** 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 5 (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.
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