| 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). | |||||||||||||||||
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Form 3 Holdings Reported. | ||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VISCOUNT SYSTEMS INC [ VSYS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 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) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 3 | 625,855(1) | D | ||||||||||||
| Common Stock | 12/12/2014 | P4 | 80,645 | A | $5,052.18 | 706,500(2) | D | ||||||||
| Common Stock | 12/22/2014 | P4 | 110,000 | A | $9,955.75 | 816,500(3) | D | ||||||||
| Common Stock | 02/18/2015 | J4(4) | 15,950 | A | $1,054.22 | 832,450 | D | ||||||||
| Common Stock | 12/23/2015 | A4 | 1,000,000 | A | (5) | 1,832,450 | D | ||||||||
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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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Warrant | $0.2 | 3 | 03/11/2014 | 03/11/2019 | Common Stock | 277,777(1) | 277,777 | D | ||||||
| Warrant | $0.09 | 3 | 04/04/2014 | 04/04/2017 | Common Stock | 250,000(1) | 527,777 | D | ||||||
| Warrant | $0.09 | 04/14/2014 | 4A | 250,000 | 04/14/2014 | 04/14/2017 | Common Stock | 250,000 | (6) | 777,777 | D | |||
| Warrant | $0.14 | 03/06/2015 | 4J(7) | 7,975 | 03/06/2015 | 03/06/2020 | Common Stock | 7,975 | (7) | 785,752 | D | |||
| Explanation of Responses: |
| 1. Represents the amount of securities of the issuer held by the reporting person as of April 4, 2014, the date on which the reporting person was appointed to the board of directors of the issuer. |
| 2. The common stock of the issuer (the "Common Stock") purchased by the reporting person is being reported herein to amend the amount of Common Stock beneficially owned as listed in the reporting person's Form 4 filed with the U.S. Securities and Exchange Commission (the "SEC") on December 12, 2014. |
| 3. The Common Stock purchased by the reporting person is being reported herein to amend the amount of Common Stock beneficially owned as listed in the reporting person's Form 4 filed with the SEC on December 23, 2014. |
| 4. Common Stock issued to the reporting person in connection with a private placement conducted by the issuer as reported in the issuer's Current Report on Form 8-K ("Form 8-K") filed with the U.S. Securities and Exchange Commission (the "SEC") on January 21, 2015. |
| 5. Restricted Common Stock 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. |
| 6. Warrants to purchase shares of Common Stock granted by the issuer to the reporting person for serving as a director of the issuer pursuant to a compensation warrant agreement between the reporting person and the issuer. |
| 7. On February 18, 2015, pursuant to the private placement reported in the issuer's Form 8-K filed with the SEC on January 21, 2015, the reporting person purchased 15,950 shares of Common Stock listed above and this warrant to purchase 7,975 shares of Common Stock for no additional consideration. |
| /s/ Ned L. Sigel | 02/19/2016 | |
| ** 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. | ||