0001140361-11-018473.txt : 20110324 0001140361-11-018473.hdr.sgml : 20110324 20110324155759 ACCESSION NUMBER: 0001140361-11-018473 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110324 DATE AS OF CHANGE: 20110324 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALCENT PRODUCTS INC. CENTRAL INDEX KEY: 0001122081 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82823 FILM NUMBER: 11709367 BUSINESS ADDRESS: STREET 1: 789 WEST PENDER STREET, SUITE 1010 CITY: VANCOUVER STATE: A1 ZIP: V6C 1H2 BUSINESS PHONE: 604-606-7979 MAIL ADDRESS: STREET 1: 789 WEST PENDER STREET, SUITE 1010 CITY: VANCOUVER STATE: A1 ZIP: V6C 1H2 FORMER COMPANY: FORMER CONFORMED NAME: NETTRON COM INC /BC/ DATE OF NAME CHANGE: 20000817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PLATINUM LONG TERM GROWTH VI, LLC CENTRAL INDEX KEY: 0001442613 IRS NUMBER: 412203297 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-271-7866 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 formsc13ga.htm PLATINUM LONG TERM GROWTH VI, LLC SC 13GA 12-31-2010 formsc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No 3)

Valcent Products Inc.
(Name of Issuer)

Common Shares, without par value
(Title of Class of Securities)

918881103
(CUSIP Number)

December 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
 
 
 
 

CUSIP No. 918881103

(1) Names of Reporting Persons.

Platinum Long Term Growth VI, LLC 
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o 
 
(3) SEC Use Only.
 
(4) Citizenship or Place of Organization.

Delaware 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(5) Sole Voting Power: 756,638
 
(6) Shared Voting Power: 0
 
(7) Sole Dispositive Power: 756,638
 
(8) Shared Dispositive Power: 0

(9) Aggregate Amount Beneficially Owned by Each Reporting Person.

756,638 Common Shares
 
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. x See Item 4 below.
 
(11) Percent of Class Represented by Amount in Row 9.

9.9%
 
(12) Type of Reporting Person (See Instructions).

OO
 
 
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Item 1.

(a) Name of Issuer.

Valcent Products Inc.

(b) Address of Issuer's Principal Executive Offices.

Suite 1010 - 789 West Pender Street
Vancouver, British Columbia V6C 1H2
CANADA

Item 2.

(a)
Name of Person Filing.
(b)
Address or Principal Business Office or, if none, Residence.
(c)
Citizenship or Place of Organization.

Platinum Long Term Growth VI, LLC
152 West 57th Street, 4th Floor
New York, NY 10019
Delaware

(d) Title of Class of Securities.

Common Shares, without par value

(e) CUSIP No.

918881103

Item 3.  If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
Broker or dealer registered under section 15 of the Act.
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act.
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act.
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940.
 
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
 
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
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Item 4.  Ownership.

 
(a)
Amount Beneficially Owned: 756,638 Common Shares.  The number excludes shares of common stock issuable upon exercise of warrants and shares of common stock issuable upon conversion of convertible note.  The warrants and note provide limitations on the exercise of the warrants and conversion of the note, such that the number of Common Shares that may be acquired by the holder upon exercise of the warrants and conversion of the note shall be limited to the extent necessary to ensure that following such exercise the total number of Common Shares then beneficially owned by the holder does not exceed 9.99% of the total number of issued and outstanding Common Shares (including for such purpose the shares of common stock issuable upon exercise or conversion).  On February 17, 2011 the Issuer repaid the convertible note in full, issued additional 3,382,534 warrants to the Reporting Person and changed the exercise price for all of the warrants to US$0.15 for a two year period ending January 14, 2013.

 
(b)  
Percent of class:  9.9%
 
 
(c) 
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 756,638
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 756,638
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

Item 6.  Ownership of More than 5 Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.  N/A

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.  N/A

 
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Item 8.  Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

Item 9.  Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  N/A

Item 10.  Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Dated: March 22, 2011

PLATINUM LONG TERM GROWTH VI, LLC

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer
 
 
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