| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EnergyConnect Group Inc [ ECNG.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/23/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/26/2009 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Secured Promissory Note(1)(2) | $0.0906 | 02/26/2009 | A | $3,307,279.96 | 02/26/2009 | 02/24/2012 | Common Stock | 36,504,194 | $0 | 36,504,194 | 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. Effective December 23, 2009, the issuer executed a First Amendment to Business Loan Agreement and Convertible Secured Promissory Note (the "Note Amendment") amending the Convertible Secured Promissory Note (the "Note") and related Business Loan Agreement, both dated February 26, 2009, reported on the Form 4 filed by the reporting persons on March 26, 2009 (the "Original Form 4"). Among other things, the Note Amendment: (a) extended the maturity date of the Note 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. Concurrently with the filing of this amendment to the Original Form 4 (this "Amendment"), the reporting persons are filing a Form 4 to report that Aequitas Commercial Finance, LLC ("ACF") partially converted the Note on September 8, 2010. [cont in FN2] |
| 2. [cont from FN1] This Amendment reports information with respect to the Note as of immediately prior to such conversion. |
| 3. ACF is the direct beneficial owner of the securities underlying the Note. As of the date of this Amendment, 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 common stock 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 Amendment except to the extent of their pecuniary interest, if any, therein. |
| 4. As of the date of this Amendment, 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 Amendment 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 4 (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. | ||