-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NYdMF8l7TZG8WkKn0rk2vbAHDhJ5pHMNsqHLjC4/pqRA4SPYQ53LcJGp+lN4H0Jy 4S10S1qCuSYI0nVZ1OHWbw== 0000893838-11-000003.txt : 20110207 0000893838-11-000003.hdr.sgml : 20110207 20110207171159 ACCESSION NUMBER: 0000893838-11-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110207 DATE AS OF CHANGE: 20110207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAYSTAR TECHNOLOGIES INC CENTRAL INDEX KEY: 0001262200 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 841390053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79773 FILM NUMBER: 11579442 BUSINESS ADDRESS: STREET 1: 13 CORPORATE DRIVE CITY: HALFMOON STATE: NY ZIP: 12065 BUSINESS PHONE: 518-383-4600 MAIL ADDRESS: STREET 1: 13 CORPORATE DRIVE CITY: HALFMOON STATE: NY ZIP: 12065 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dynamic Worldwide Solar Energy, LLC CENTRAL INDEX KEY: 0001505935 IRS NUMBER: 273959785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3960 HOWARD HUGHES PARKWAY, SUITE 500 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: (310) 498-5371 MAIL ADDRESS: STREET 1: 3960 HOWARD HUGHES PARKWAY, SUITE 500 CITY: LAS VEGAS STATE: NV ZIP: 89109 SC 13D/A 1 dynamic13da020711.htm AMENDMENT NO. 2 TO SCHEDULE 13D dynamic13da020711.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
 
DayStar Technologies, Inc.

 
(Name of Issuer)
 
Common Stock, par value $0.01 per share
 
  
(Title of Class of Securities)
 
23962Q 100
 
 
(CUSIP Number)
 
Dynamic Worldwide Solar Energy, LLC
515 Madison Avenue, 29th Floor
New York, NY 10022
Attention: Mr. Robert Entler
(212) 632-4808
 
with a copy to:
Stephen B. Delman
515 Madison Avenue, 29th Floor
New York, NY 10022
(212) 632-4817
  
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
   
January 28, 2011
 
  
 
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  o
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
 
 
 
SCHEDULE 13D
 
CUSIP No. 23962Q 100
  
 
Page 2 of 6 Pages
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 Dynamic Worldwide Solar Energy, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                                  (a)  [   ]
                                          (b)  [    ] 
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)          [   ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 961,738 shares1 (See Item 5)
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
 
 -0-
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 961,738 shares1 (See Item 5)
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
 
 -0-
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                           [   ]
 
 961,738 shares1 (See Item 5)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 15.6% of outstanding shares of Common Stock2 (See Item 5)
 
14
TYPE OF REPORTING PERSON
 
 OO
 
 
___________________________________________
1         Includes 240,741 shares of Common Stock issuable upon exercise of the Warrant.
2         Includes as outstanding 778,219 shares of Common Stock and 240,741 shares of Common Stock issuable upon exercise of the Warrant.

 
 
 
 
SCHEDULE 13D
CUSIP No. 23962Q 100
  
 
Page 3 of 6 Pages
 
 
Item 1.
Security and Issuer.
 
This Amendment No. 2 ("Amendment No. 2") further amends and supplements the Schedule 13D dated November 18, 2010 (the "Schedule 13D"), filed by Dynamic Worldwide Solar Energy, LLC, a Delaware limited liability company ("Dynamic"), with respect to beneficial ownership of (1) shares of common stock, par value $0.01 per share (the “Common Stock”), of DayStar Technologies, Inc., a Delaware corporation (the “Company”), and (2) a warrant to purchase up to 240,741 shares of Common Stock (the “Warrant”), as such Schedule 13D has been amended and supplemented by Amendment No. 1 to Schedule 13D dated January 24, 2011 ("Amendment No. 1").
 
This Amendment No. 2 is being filed to update Items 4 and 5 of the Schedule 13D and Amendment No. 1.
 
Unless otherwise defined in this Amendment No. 2, capitalized terms have the meanings set forth in the Schedule 13D and Amendment No. 1.
 
The Company’s principal executive office is located at 1010 South Milpitas Boulevard, Milpitas, California 95035.
 
Item 4.
Purpose of Transaction.
 
Item 4 is amended to include the following information:
 
On January 28, 2011, Dynamic converted the $650,000 principal amount of the Note in full into 722,222 shares of Common Stock at a conversion price of $0.90 per share of Common Stock.
 
On February 2, 2011, the Company issued to Dynamic 55,997 shares of Common Stock, representing $50,397 of accrued interest on the Note which Dynamic agreed to accept in the form of shares of Common Stock based on a conversion price of $0.90 per share of Common Stock.
 
On February 3 and 4, 2011, Dynamic sold an aggregate of 57,222 shares of Common Stock on the open market.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is amended to include the following information:
 
(a) Based on the Company's most recent Definitive Proxy Statement on Schedule 14A, as of November 19, 2010 there were 5,129,659 shares of Common Stock issued and outstanding.  Dynamic beneficially owns 961,738 shares of Common Stock as a result of (1) the conversion of the $650,000 principal amount of the Note in full into 722,222 shares of Common Stock on January 28, 2011, (2) the Company's issuance to Dynamic of 55,997 shares of Common Stock representing $50,397 of accrued interest on the Note, (3) the

 
 
 
 
SCHEDULE 13D
CUSIP No. 23962Q 100
  
 
Page 4 of 6 Pages
 
 
subsequent sale by Dynamic of an aggregate of 57,222 shares of Common Stock on the open market and (4) its ownership of the Warrant exercisable for 240,741 shares of Common Stock.  Based on the number of shares issued and outstanding as of November 19, 2010 and including 722,222 shares issued on conversion of the Note, 55,997 shares issued in lieu of interest and 240,741 shares issuable upon conversion of the Warrant, Dynamic beneficially owns approximately 15.6% of the outstanding Common Stock of the Company.
 
(b) Dynamic has the sole power to vote or dispose of the 720,997 shares of Common Stock and any Common Stock acquired upon exercise of the Warrant.
 
Section (c) of Item 5 is supplemented as follows:
 
(c) In addition to the information set forth in Item 4, which is incorporated herein by reference, during the past 60 days, Dynamic effected the following transactions with respect to the Common Stock:
 
●  
On February 3, 2011, Dynamic sold 13,422 shares of Common Stock on the open market at a price of $1.55 per share.
 
●  
On February 3, 2011, Dynamic sold 2,100 shares of Common Stock on the open market at a price of $1.551 per share.
 
●  
On February 3, 2011, Dynamic sold 500 shares of Common Stock on the open market at a price of $1.56 per share.
 
●  
On February 3, 2011, Dynamic sold 1,200 shares of Common Stock on the open market at a price of $1.57 per share.
 
●  
On February 4, 2011, Dynamic sold 19,561 shares of Common Stock on the open market at a price of $1.50 per share.
 
●  
On February 4, 2011, Dynamic sold 900 shares of Common Stock on the open market at a price of $1.501 per share.
 
●  
On February 4, 2011, Dynamic sold 1,100 shares of Common Stock on the open market at a price of $1.51 per share.
 
●  
On February 4, 2011, Dynamic sold 1,039 shares of Common Stock on the open market at a price of $1.52 per share.
 
●  
On February 4, 2011, Dynamic sold 6,118 shares of Common Stock on the open market at a price of $1.53 per share.
 
●  
On February 4, 2011, Dynamic sold 10,000 shares of Common Stock on the open market at a price of $1.55 per share.

 
 
 
 
SCHEDULE 13D
CUSIP No. 23962Q 100
  
 
Page 5 of 6 Pages
 
 
●   
On February 4, 2011, Dynamic sold 1,282 shares of Common Stock on the open market at a price of $1.57 per share.
 

 
 
 
 
 
 

 
 
 
 
SCHEDULE 13D
CUSIP No. 23962Q 100
  
 
Page 6 of 6 Pages

 
SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
 
Dated:  February 7, 2011
DYNAMIC WORLDWIDE SOLAR ENERGY, LLC
 
By:      /s/ Stephen B. Delman                              
         Stephen B. Delman
         Attorney-in-fact
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