- Statement of Changes in Beneficial Ownership (4)
13 July 2012 - 7:59AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Gelbaum David
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2. Issuer Name
and
Ticker or Trading Symbol
THERMOENERGY CORP
[
TMEN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1835 NEWPORT BLVD. A109-PMB 467
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/11/2012
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(Street)
COSTA MESA, CA 92627
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/11/2012
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P
(1)
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650000
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A
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$0.10
(1)
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8011344
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D
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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 Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Purchase Warrant
(1)
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$0.15
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7/12/2012
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J
(1)
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650000
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7/11/2012
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7/11/2017
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Common Stock
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650000
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$0
(1)
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650000
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D
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Explanation of Responses:
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(
1)
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The Reporting Persons purchased a Unit plus a fraction of a Unit consisting of shares of Common Stock and a warrant for the purchase of additional shares of Common Stock. Each Unit consisted of 625,000 shares and a warrant for the purchase of an additional 625,000 shares. The purchase price was $62,500 per Unit. No allocation was made between the purchase price for the shares and the purchase price for the warrant, and the transaction is being reported here as the purchase of Common Stock at a price of $0.10 per share and the acquisition of a warrant for zero consideration.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Gelbaum David
1835 NEWPORT BLVD. A109-PMB 467
COSTA MESA, CA 92627
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X
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Quercus Trust
1835 NEWPORT BLVD. A109-PMB 467
COSTA MESA, CA 92627
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X
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Gelbaum Monica Chavez
1835 NEWPORT BLVD. A109-PMB 467
COSTA MESA, CA 92627
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X
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Signatures
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/s/ David Gelbaum, Co-Trustee of The Quercus Trust
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7/12/2012
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**
Signature of Reporting Person
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Date
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/s/ David Gelbaum, Attorney-in-Fact for Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust
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7/12/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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