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^*

HAMMONS MICHAEL J

(Last)

(First)

(Middle)

C/O ENERPULSE TECHNOLOGIES, INC.

2451 ALAMO AVENUE SE

(Street)

ALBUQUERQUE

87106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Enerpulse Technologies, Inc. [ ENPT ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014

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 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	11/18/2013		J4⁽¹⁾	2,378,529	D	$0.00⁽¹⁾	0	I	By SAIL Venture Partners II, LP⁽²⁾
Common Stock	11/18/2013		J4⁽¹⁾	2,378,529	A	$0.00⁽¹⁾	0	I⁽³⁾	By SVP II Xtreme Power Joint Venture, LP⁽⁴⁾
Common Stock							0	I⁽³⁾	By SAIL Venture Partners, LP⁽⁵⁾
Common Stock							0	I⁽³⁾	By SAIL 2010 Co-Investment Partners, LP⁽⁶⁾
Common Stock							0	I⁽³⁾	By SAIL Pre-Exit Acceleration Fund, LP⁽⁷⁾
Common Stock							0	I⁽³⁾	By SAIL Pre-Exit Acceleration Fund II, LP⁽⁸⁾
Common Stock							0	I⁽³⁾	By SAIL Sustainable Louisiana II, LP⁽⁹⁾

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 B Warrant (Right to Buy)	$2.01	11/18/2013		4J⁽¹⁾		515,944	09/04/2013	⁽¹⁰⁾	Common Stock	515,944	$0.00⁽¹⁾	0	I	By SAIL Venture Partners II, LP⁽²⁾
Series C Warrant (Right to Buy)	$2.74	11/18/2013		4J⁽¹⁾		82,054	09/04/2013	⁽¹⁰⁾	Common Stock	82,054	$0.00⁽¹⁾	0	I	By SAIL Venture Partners II, LP⁽²⁾
Series D Warrant (Right to Buy)	$2.66	11/18/2013		4J⁽¹⁾		123,911	09/04/2013	12/31/2017	Common Stock	123,911	$0.00⁽¹⁾	0	I	By SAIL Venture Partners II, LP⁽²⁾
Series B Warrant (Right to Buy)	$2.01	11/18/2013		4J⁽¹⁾	515,944		09/04/2013	⁽¹⁰⁾	Common Stock	515,944	$0.00⁽¹⁾	0	I⁽³⁾	By SVP II Xtreme Power Joint Venture, LP⁽⁴⁾
Series C Warrant (Right to Buy)	$2.74	11/18/2013		4J⁽¹⁾	82,054		09/04/2013	⁽¹⁰⁾	Common Stock	82,054	$0.00⁽¹⁾	0	I⁽³⁾	By SVP II Xtreme Power Joint Venture, LP⁽⁴⁾
Series D Warrant (Right to Buy)	$2.66	11/18/2013		4J⁽¹⁾	123,911		09/04/2013	12/31/2017	Common Stock	123,911	$0.00⁽¹⁾	0	I⁽³⁾	By SVP II Xtreme Power Joint Venture, LP⁽⁴⁾
Series C Warrant (Right to Buy)	$2.74						09/04/2013	⁽¹⁰⁾	Common Stock	0		0	I⁽³⁾	By SAIL 2010 Co-Investment Partners, LP⁽⁶⁾
Series C Warrant (Right to Buy)	$2.74						09/04/2013	⁽¹⁰⁾	Common Stock	0		0	I⁽³⁾	By SAIL Co-Investment Partners Cayman, LP⁽¹¹⁾
Series D Warant (Right to Buy)	$2.66						09/04/2013	12/31/2017	Common Stock	0		0	I⁽³⁾	By SAIL Pre-Exit Acceleration Fund II, LP⁽⁸⁾
Series D Warant (Right to Buy)	$2.66						09/04/2013	12/31/2017	Common Stock	0		0	I⁽³⁾	By SAIL Pre-Exit Acceleration Fund, LP⁽⁷⁾
Series D Warant (Right to Buy)	$2.66						09/04/2013	12/31/2017	Common Stock	0		0	I⁽³⁾	By SAIL Sustainable Louisiana II, LP⁽⁹⁾

Explanation of Responses:

1. The securities were transferred by SAIL Venture Partners II, LP to SVP II Xtreme Power Joint Venture, LP, an affiliate of SAIL Venture Partners II, LP, in exchange for Class A Membership interests in SVP II Xtreme Power Joint Venture, LP.

2. At the time of the transaction the Reporting Person was a partner at SAIL Capital Partners, an investment firm which holds securities of the Issuer through SAIL Venture Partners II, LP which it manages. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. The reporting person ceased to be a partner at SAIL Capital Partners in February 2014 and no longer holds an indirect ownership in these securities.

4. At the time of the transaction the Reporting Person was a partner at SAIL Capital Partners, an investment firm which holds securities of the Issuer through SVP II Xtreme Power Joint Venture, LP which it manages. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. At the time of the transaction the Reporting Person was a partner at SAIL Capital Partners, an investment firm which holds securities of the Issuer through SAIL Venture Partners, LP which it manages. At the time of the transaction the Reporting Person disclaimed beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

6. At the time of the transaction the Reporting Person was a partner at SAIL Capital Partners, an investment firm which holds securities of the Issuer through SAIL 2010 Co-Investment Partners, LP which it manages. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

7. At the time of the transaction the Reporting Person was a partner at SAIL Capital Partners, an investment firm which holds securities of the Issuer through SAIL Pre-Exit Acceleration Fund, LP which it manages. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

8. At the time of the transaction the Reporting Person was a partner at SAIL Capital Partners, an investment firm which holds securities of the Issuer through SAIL Pre-Exit Acceleration Fund II, LP which it manages. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

9. At the time of the transaction the Reporting Person was a partner at SAIL Capital Partners, an investment firm which holds securities of the Issuer through SAIL Sustainable Louisiana II, LP which it manages. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

10. The warrant does not have an expiration date.

11. At the time of the transaction the Reporting Person was a partner at SAIL Capital Partners, an investment firm which holds securities of the Issuer through SAIL Co-Investment Partners Cayman, LP which it manages. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks:

	Michael J. Hammons	02/13/2015
	** 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).
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