UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Quantum Fuel Systems Technologies Worldwide, Inc.
(Name of Issuer)
Common Stock, $0.02 par value
(Title of Class of Securities)
74765E109
(CUSIP Number)
Ryan J. York
Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, WA 98101
(206) 622-3150
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 28, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 74765E109 |
1 | Names of reporting persons
Kevin Douglas | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
PF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
U.S.A. | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power:
0 | ||||
8 | Shared voting power:
7,928,191 (1) | |||||
9 | Sole dispositive power:
0 | |||||
10 | Shared dispositive power:
7,928,191 (1) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
7,928,191 (1) | |||||
12 | Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
| |||||
13 | Percent of class represented by amount in Row 11
22.1% (2) | |||||
14 | Type of reporting person (see instructions)
IN |
(1) | Kevin Douglas and his wife, Michelle Douglas, hold 1,930,825 shares issuable upon conversion of convertible notes exercisable within 60 days and 1,240,451 shares issuable upon conversion of a warrant exercisable within 60 days, jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants Trust which holds 2,896,238 shares issuable upon conversion of convertible notes exercisable within 60 days and 1,860,677 shares issuable upon conversion of a warrant exercisable within 60 days. |
(2) | Based on 28,022,639 shares of the Issuers common stock outstanding as of November 13, 2015, as reported in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2015 filed with the Securities and Exchange Commission (the SEC) on November 16, 2015. |
CUSIP No. 74765E109 |
1 | Names of reporting persons
Michelle Douglas | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
PF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
U.S.A. | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power:
0 | ||||
8 | Shared voting power:
7,928,191 (1) | |||||
9 | Sole dispositive power:
0 | |||||
10 | Shared dispositive power:
7,928,191 (1) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
7,928,191 (1) | |||||
12 | Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
| |||||
13 | Percent of class represented by amount in Row 11
22.1% (2) | |||||
14 | Type of reporting person (see instructions)
IN |
(1) | Kevin Douglas and his wife, Michelle Douglas, hold 1,930,825 shares issuable upon conversion of convertible notes exercisable within 60 days and 1,240,451 shares issuable upon conversion of a warrant exercisable within 60 days, jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants Trust which holds 2,896,238 shares issuable upon conversion of convertible notes exercisable within 60 days and 1,860,677 shares issuable upon conversion of a warrant exercisable within 60 days. |
(2) | Based on 28,022,639 shares of the Issuers common stock outstanding as of November 13, 2015, as reported in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2015 filed with the SEC on November 16, 2015. |
CUSIP No. 74765E109 |
1 | Names of reporting persons
Tim McGaw | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
PF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
U.S.A. | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power:
52,376 (1) | ||||
8 | Shared voting power:
0 | |||||
9 | Sole dispositive power:
52,376 (1) | |||||
10 | Shared dispositive power:
0 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
52,376 (1) | |||||
12 | Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
| |||||
13 | Percent of class represented by amount in Row 11
* (2) | |||||
14 | Type of reporting person (see instructions)
IN |
* | Less than one percent. |
(1) | Tim McGaw holds 20,987 shares issuable upon conversion of a convertible note exercisable within 60 days, 15,505 shares issuable upon conversion of a warrant exercisable within 60 days, and 1,875 shares issuable upon conversion of stock options exercisable within 60 days. |
(2) | Based on 28,022,639 shares of the Issuers common stock outstanding as of November 13, 2015, as reported in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2015 filed with the SEC on November 16, 2015. |
CUSIP No. 74765E109 |
1 | Names of reporting persons
K&M Douglas Trust (1) | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
PF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
California | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power:
3,171,276 (2) | ||||
8 | Shared voting power:
0 | |||||
9 | Sole dispositive power:
3,171,276 (2) | |||||
10 | Shared dispositive power:
0 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
3,171,276 (2) | |||||
12 | Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
| |||||
13 | Percent of class represented by amount in Row 11
10.2% (3) | |||||
14 | Type of reporting person (see instructions)
OO |
(1) | Kevin Douglas and Michelle Douglas, husband and wife, are beneficiaries and co-trustees. |
(2) | The K&M Douglas Trust holds 1,930,825 shares issuable upon conversion of convertible notes exercisable within 60 days and 1,240,451 shares issuable upon conversion of a warrant exercisable within 60 days. |
(3) | Based on 28,022,639 shares of the Issuers common stock outstanding as of November 13, 2015, as reported in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2015 filed with the SEC on November 16, 2015. |
CUSIP No. 74765E109 |
1 | Names of reporting persons
James Douglas and Jean Douglas Irrevocable Descendants Trust (1) | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
PF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
California | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power:
4,756,915 (2) | ||||
8 | Shared voting power:
0 | |||||
9 | Sole dispositive power:
4,756,915 (2) | |||||
10 | Shared dispositive power:
0 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
4,756,915 (2) | |||||
12 | Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
| |||||
13 | Percent of class represented by amount in Row 11
14.5% (3) | |||||
14 | Type of reporting person (see instructions)
OO |
(1) | Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees. |
(2) | The James Douglas and Jean Douglas Irrevocable Descendants Trust holds 2,896,238 shares issuable upon conversion of convertible notes exercisable within 60 days and 1,860,677 shares issuable upon conversion of a warrant exercisable within 60 days. |
(3) | Based on 28,022,639 shares of the Issuers common stock outstanding as of November 13, 2015, as reported in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2015 filed with the SEC on November 16, 2015. |
Amendment No. 3 to Schedule 13D
This Amendment No. 3 (Amendment) amends and supplements the Schedule 13D filed with the SEC on September 27, 2013, as previously amended by the Schedule 13D/A filed with the SEC on January 17, 2014, and as previously amended by the Schedule 13D/A filed with the SEC on July 2, 2015 (the Schedule 13D). Except as set forth in this Amendment, the Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D.
The following items of the Schedule 13D are hereby amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
The Filers hereby add the following disclosure to Item 4:
As disclosed in the Schedule 13D, on September 27, 2013, the Issuer entered into the Purchase Agreement with the Filers, pursuant to which the Issuer sold Convertible Notes and Warrants to the Filers. Under the terms of the Purchase Agreement, following the closing of the Transaction, Kevin Douglas had the right to designate one representative to be nominated for election to the Issuers board of directors. Mr. Douglas designated Tim McGaw to be nominated for election to the Issuers board of directors, and Mr. McGaw was appointed to the Issuers board of directors following the closing of the Transaction.
On December 28, 2015, Mr. McGaw submitted a letter of resignation (the Resignation Letter) to the Issuer, resigning as a member of the Issuers board of directors, effective immediately. Mr. Douglas has reserved his rights under the Purchase Agreement to designate one representative to be nominated for election to the Issuers board of directors in the future. At this time, Mr. Douglas has not designated a representative to be nominated for election to the Issuers board of directors. The Resignation Letter is attached as Exhibit 7.12 and is incorporated by reference into this Item 4.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Filers hereby add the following disclosure to this Item 6:
See the response under Item 4 above.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The Filers hereby add the following disclosure to this Item 7:
7.12 | Letter of Resignation, dated December 28, 2015, tendered by Tim McGaw to the Issuer. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 29, 2015 | *Kevin Douglas | |||||
KEVIN DOUGLAS | ||||||
Date: December 29, 2015 | *Michelle Douglas | |||||
MICHELLE DOUGLAS | ||||||
Date: December 29, 2015 | *Tim McGaw | |||||
TIM MCGAW | ||||||
K&M DOUGLAS TRUST | ||||||
Date: December 29, 2015 | *Kevin Douglas | |||||
By: | Kevin Douglas | |||||
Title: | Trustee | |||||
Date: December 29, 2015 | *Michelle Douglas | |||||
By: | Michelle Douglas | |||||
Title: | Trustee | |||||
JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST | ||||||
Date: December 29, 2015 | *Kevin Douglas | |||||
By: | Kevin Douglas | |||||
Title: | Trustee | |||||
Date: December 29, 2015 | *Michelle Douglas | |||||
By: | Michelle Douglas | |||||
Title: | Trustee |
*Eileen Wheatman | ||
/s/ Eileen Wheatman | ||
By: | Eileen Wheatman | |
Attorney-in-Fact |
Exhibit 7.12
December 28, 2015
Jonathan Lundy, Chairman
Quantum Fuel Systems Technologies Worldwide, Inc.
25242 Arctic Ocean Drive,
Lake Forest, CA 92630
Via e-mail: jlundy@aecl.ca
Mr. Lundy,
Please accept this as notice of my resignation from the Board of Directors of Quantum Fuel Systems Technologies Worldwide, Inc., effective immediately. My resignation is not due to any disagreement with the company on any matter relating to the companys operations, policies or practices.
Kevin Douglas reserves the right under Section 5.7 of that certain Convertible Note and Warrant Purchase Agreement dated September 15, 2013 to appoint a designee to the companys Board of Directors at his discretion.
Sincerely, |
Tim McGaw |
-5JMG
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