| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/26/2009 |
3. Issuer Name and Ticker or Trading Symbol
EnergyConnect Group Inc [ ECNG.OB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Secured Promissory Note(1)(2) | 02/26/2009 | 02/24/2012 | Common Stock | 36,504,194 | $0.0906 | I | See Footnotes(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The issuer executed a Business Loan Agreement and a Convertible Secured Promissory Note (the "Note"), both dated February 26, 2009, in favor of Aequitas Commercial Finance, LLC ("ACF") pursuant to which the issuer may borrow up to $5,000,000 from ACF. Amounts repaid by the issuer under the Note may be re-borrowed. Effective December 23, 2009, the issuer executed a First Amendment to Business Loan Agreement and Convertible Secured Promissory (the "Note Amendment") amending the Note and related Business Loan Agreement. Among other things, the Note Amendment: (a) extended the maturity date of the Note from January 1, 2011 to February 24, 2012, and (b) made the entire outstanding principal amount of, and all accrued and unpaid interest due under, the Note convertible in shares of common stock of the issuer. |
| 2. On September 8, 2010, ACF converted all but a nominal amount of the outstanding principal amount of, and accrued but unpaid interest due under, the Note into shares of the issuer's common stock. Concurrently with the filing of this Form 3, the reporting persons are filing a Form 4 to report the partial conversion of the Note. The number of securities underlying the Note reported on this Form 3 reflects the outstanding principal amount of, and accrued but unpaid interest due under, the Note as of immediately prior to that conversion. |
| 3. ACF is the direct beneficial owner of the securities underlying the Note. As of the date of this Form 3, ACF also owns directly 2,914,431 shares of common stock of the issuer and indirectly, through its wholly-owned subsidiary, Christenson Leasing Company, 400,000 shares of the issuer. Each of Aequitas Management, LLC ("AML"), Aequitas Holdings, LLC ("Holdings") and Aequitas Capital Management, Inc. ("ACM") may be deemed to be the indirect beneficial owner of the securities of the issuer that ACF owns. The reporting persons disclaim beneficial ownership of the reported securities and the other securities described in this Form 3 except to the extent of their pecuniary interest, if any, therein. |
| 4. As of the date of this Form 3, ACM is the direct beneficial owner of 267,946 shares of common stock of the issuer and warrants to purchase an additional 652,767 shares of common stock of the issuer. AML and Holdings may be deemed to be the indirect beneficial owner of the securities of the issuer that ACM directly owns. The reporting persons disclaim beneficial ownership of the reported securities and the other securities described in this Form 3 except to the extent of their pecuniary interest, if any, therein. |
| /s/ Robert J. Jesenik, President | 09/16/2010 | |
| /s/ Robert J. Jesenik, President | 09/16/2010 | |
| /s/ Robert J. Jesenik, Chief Executive Officer of Aequitas Capital Management, Inc., the Manager Of Aequitas Commercial Finance, LLC | 09/16/2010 | |
| /s/ Robert J. Jesenik, Chief Executive Officer | 09/16/2010 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||