SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

ARENS GEOFFREY W

(Last)

(First)

(Middle)

C/O DENDERA CAPITAL FUND LP

1345 AVENUE OF THE AMERICAS, 2ND FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VISCOUNT SYSTEMS INC [ VSYS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/23/2015		A4	500,000⁽¹⁾	A	⁽¹⁾	1,861,111	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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Redeemable Preferred Stock	$0.04⁽²⁾	03/31/2015		4J⁽³⁾	4		03/31/2015	⁽⁴⁾	Common Stock, Senior Secured Convertible Notes	22,779⁽⁵⁾	⁽³⁾	204	I	By Dendera Capital Fund LP⁽⁶⁾
Series A Convertible Redeemable Preferred Stock	$0.02⁽²⁾	06/30/2015		4J⁽³⁾	4.125		06/30/2015	⁽⁴⁾	Common Stock, Senior Secured Convertible Notes	51,546.424⁽⁵⁾	⁽³⁾	208.125	I	By Dendera Capital Fund LP⁽⁶⁾
Series A Convertible Redeemable Preferred Stock	$0.01⁽²⁾	09/30/2015		4J⁽³⁾	4.255		09/30/2015	⁽⁴⁾	Common Stock, Senior Secured Convertible Notes	70,921.974⁽⁵⁾	⁽³⁾	212.38	I	By Dendera Capital Fund LP⁽⁶⁾
Series A Convertible Redeemable Preferred Stock	$0.016	11/03/2015		4C		213.937	11/03/2015	⁽⁴⁾	Common Stock, Senior Secured Convertible Notes	⁽⁷⁾	$2,025.13⁽⁷⁾	0⁽⁸⁾	I	By Dendera Capital Fund LP⁽⁶⁾
Series A Note	$0.009⁽⁹⁾	11/03/2015		4C	2⁽¹⁰⁾		11/03/2015	⁽¹¹⁾	Common Stock	81,827,327⁽¹²⁾	⁽⁸⁾	2⁽¹⁰⁾	I	By Dendera Capital Fund LP⁽⁶⁾
Series B Note	$0.009⁽⁹⁾	11/03/2015		4P	1⁽¹³⁾		11/03/2015	⁽¹¹⁾	Common Stock	22,590,150⁽¹²⁾	$270,000	1⁽¹³⁾	I	By Dendera Capital Fund LP⁽⁶⁾

Explanation of Responses:

1. Restricted common stock of the issuer granted to the reporting person for $0 as approved by the issuer's compensation committee. The common stock shall fully vest one year from the date of grant.

2. The conversion price of the Series A Convertible Redeemable Preferred Stock of the Company (the "A Shares") is subject to adjustment as provided in that certain Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of Viscount Systems, Inc. (the "Certificate of Designation"), dated as of June 5, 2012, as amended from time to time.

3. Dividends issued to the reporting person pursuant to the Certificate of Designation.

4. The A Shares have no expiration date.

5. Each A Share, at each holder's option, could be convertible into either common stock or senior secured convertible notes of the issuer subject to the terms contained in the Certificate of Designation and that certain Consent by Series A Holders, dated as of February 24, 2014. The number of shares reported represent the number of shares of common stock of the issuer that would be issued to the reporting person upon conversion of 1 A Share.

6. The reporting person is the Managing Partner of and 100% interest holder of Dendera Capital Fund LP ("Dendera").

7. On November 24, 2015, 213.937 A Shares were converted by the reporting person into two 14% Senior Secured Convertible Demand Promissory A Notes (the "Series A Notes"). The price reported represents the portion of the original principal amount to be paid to the holder of the Series A Notes after conversion of 1 A Share.

8. On November 24, 2015, in exchange for conversion of the outstanding 213.937 A shares held by the reporting person as of such date, the issuer issued to Dendera the Series A Notes.

9. The conversion price of each of the Series A Notes and the 14% Senior Secured Convertible Demand Promissory B Note (the "Series B Note") is subject to adjustment upon issuance of certain dividends and distributions, reorganization, consolidation or merger, stock splits, and issuance by the issuer of a security at a lower price than each such conversion price.

10. Upon conversion of the A Shares, the reporting person was issued Series A Notes in the aggregate original principal amount of $433,251.

11. Each of the Series A Notes and Series B Note may be converted (subject to certain beneficial ownership limitations), at the option of the holder at any time and from time to time, into shares of common stock of the issuer.

12. Pursuant to each of the Series A Notes and Series B Note, the reporting person shall not convert each Series A Note or Series B Note if such conversion results in the reporting person beneficially owning more than (i) 4.99% of the issuer's outstanding common stock and (ii) 9.99% of the issuer's outstanding common stock. The holder has the option to waive either of these limitations upon 61 days' notice to the issuer.

13. In connection with a financing for general company purposes, including, but not limited to, working capital and operating expenses, the reporting person was issued a Series B Note in the original principal amount of $110,000.

	/s/ Geoffrey W. Arens	02/18/2016
	** Signature of Reporting Person	Date
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