SEC Form 4
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*
DEBRUCE PAUL

(Last) (First) (Middle)
411 NICHOLS ROAD
SUITE 217

(Street)
KANSAS CITY MO 64112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
XZERES Corp. [ XPWR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock, par value $.001 per share 08/21/2014 P 3,594,120 A $0.25 8,038,564 D
Common Stock, par value $.001 per share 08/21/2014 X 3,214,108 A $0.35 11,252,672 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Warrants (right to buy) (1) (2) $0.2761 08/21/2014 X 3,168,654 03/29/2013 03/29/2017 Common Stock 3,168,654 $0 0 D
Warrants (right to buy) (1) (3) $0.2761 08/21/2014 X 45,454 07/31/2013 07/31/2017 Common Stock 829,246 $0 829,246 D
Warrants (right to buy) (1) (4) $0.2761 10/01/2013 10/01/2017 Common Stock 583,347 583,347 D
Warrants (right to buy) (1) (5) $0.361 12/16/2013 12/16/2016 Common Stock 2,372,503 2,372,503 D
Warrants (right to buy) (1) (6) $0.2761 04/23/2014 04/23/2018 Common Stock 972,165 972,165 D
Explanation of Responses:
1. The number of shares to which these Warrants relate, as well as their respective exercise prices, are subject to antidilution adjustment provisions.
2. This Warrant previously was reported as relating to 2,500,000 shares with an exercise price of $0.35 per share. As a result of the Warrant's adjustment provisions, the Warrant was adjusted to relate to 3,168,654 shares (all of which are being issued in the reported exercise) and an exercise price of $0.2761 per share.
3. This Warrant previously was reported as relating to 690,000 shares with an exercise price of $0.35 per share. As a result of the Warrant's adjustment provisions, the Warrant was adjusted to relate to 874,700 shares (of which 45,454 shares are being used in the reported exercise) and an exercise price of $0.2761 per share.
4. This Warrant previously was reported as relating to 498,333 shares with an exercise price of $0.35 per share. As a result of the Warrant's adjustment provisions, the Warrant was adjusted to relate to 583,347 shares and an exercise price of $0.2761 per share.
5. This Warrant previously was reported as relating to 2,222,222 shares with an exercise price of $0.385 per share. As a result of the Warrant's adjustment provisions, the Warrant was adjusted to relate to 2,372,503 shares and an exercise price of $0.361 per share.
6. This Warrant previously was reported as relating to 969,160 shares with an exercise price of $0.35 per share. As a result of the Warrant's adjustment provisions, the Warrant was adjusted to relate to 972,165 shares and an exercise price of $0.2761 per share.
/s/Paul DeBruce 08/21/2014
** 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).
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