0001213900-13-000826.txt : 20130221 0001213900-13-000826.hdr.sgml : 20130221 20130220212242 ACCESSION NUMBER: 0001213900-13-000826 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130221 DATE AS OF CHANGE: 20130220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Green Ballast, Inc. CENTRAL INDEX KEY: 0001526543 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 451629984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86707 FILM NUMBER: 13628710 BUSINESS ADDRESS: STREET 1: 2620 THOUSAND OAKS STREET 2: SUITE 4000 CITY: MEMPHIS STATE: TN ZIP: 38118 BUSINESS PHONE: 901-260-4400 MAIL ADDRESS: STREET 1: 2620 THOUSAND OAKS STREET 2: SUITE 4000 CITY: MEMPHIS STATE: TN ZIP: 38118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEMINI MASTER FUND LTD CENTRAL INDEX KEY: 0001403092 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: GEMINI STRATEGIES LLC STREET 2: 619 SO. VULCAN AVE. SUITE #203 CITY: ENCINITAS STATE: CA ZIP: 92024 BUSINESS PHONE: 858 480 2828 MAIL ADDRESS: STREET 1: GEMINI STRATEGIES LLC STREET 2: 619 SO. VULCAN AVE. SUITE #203 CITY: ENCINITAS STATE: CA ZIP: 92024 SC 13G/A 1 sc13g0213a1gemini_green.htm SCHEDULE 13G sc13g0213a1gemini_green.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2

(AMENDMENT NO. 1)*
 
Green Ballast, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
39260T109
(CUSIP Number)
 
December 31, 2012
(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)
o Rule 13d-1 (c)
x Rule 13d-1 (d)
 
* The remainder of this cover page shall be filled out for a reporting person's 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 in 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 the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)
 
 
Page 1 of 7 Pages
 
 
CUSIP No. 39260T109
13G
Page 2 of 7 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Gemini Master Fund, Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
11,144,318
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
11,144,318
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,144,318
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9%
 
12
TYPE OF REPORTING PERSON*
 
CO
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 
CUSIP No. 39260T109
13G
Page 3 of 7 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Gemini Strategies LLC, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
11,144,318
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
11,144,318
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,144,318
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9%
 
12
TYPE OF REPORTING PERSON*
 
CO
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 

CUSIP No. 39260T109
13G
Page 4 of 7 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Steven Winters
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
11,144,318
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
11,144,318
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,144,318
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9%
 
12
TYPE OF REPORTING PERSON*
 
IN
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 
CUSIP No. 39260T109
13G
Page 5 of 7 Pages

This statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (“Common Stock”) of Green Ballast, Inc. beneficially owned by the Reporting Persons specified herein as of January 31, 2013 and amends and supplements the Schedule 13G dated as of and filed by the Reporting Persons on February 21, 2012 (“Schedule 13G”).  Except as set forth herein, the Schedule 13G is unmodified.

Item 2(a).
Name of Persons Filing:
 
Gemini Master Fund, Ltd.
Gemini Strategies LLC, Inc.
Steven Winters

All of the securities covered by this report are owned directly by Gemini Master Fund, Ltd.  Gemini Strategies LLC, Inc. is the investment manager of Gemini Master Fund, Ltd., and Steven Winters is the president of Gemini Strategies LLC, Inc.  As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that either Gemini Strategies LLC, Inc. or Steven Winters is the beneficial owner of any of the securities covered by this statement, and each of Gemini Strategies LLC, Inc. and Steven Winters expressly disclaims any equitable or beneficial ownership of such securities.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
Address for Gemini Master Fund, Ltd.:  c/o Appleby Trust (Cayman) Ltd., Clifton House, P.O. Box 1350, 75 Fort Street, Grand Cayman KY1-1108, Cayman Islands.
Address for all other filers:  c/o Gemini Strategies LLC, Inc., 619 South Vulcan, Suite 203, Encinitas, CA 92024.
 
Item 2(c).
Citizenship:

Gemini Master Fund, Ltd. was organized under the laws of the Cayman Islands. 
Gemini Strategies LLC, Inc. was formed under the laws of the State of Nevada.
Steven Winters is a United States citizen.

Item 4.
Ownership:
 
        Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount Beneficially Owned:  11,144,318* shares of Common Stock as of January 31, 2013
 
 
(b)
Percent of Class:  9.9%*

The Reporting Persons’ beneficial ownership 11,144,318* shares of Common Stock constitutes 9.9%* of all the outstanding shares of Common Stock, based upon 102,047,289 shares of Common Stock outstanding as of November 14, 2012, as reported by the Issuer.

 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:  0
 
 
(ii)
shared power to vote or to direct the vote:   11,144,318*
 
 
(iii)
sole power to dispose or to direct the disposition of:  0
 
 
(iv)
shared power to dispose or to direct the disposition of:  11,144,318*

*Subject to the Ownership Limitation (defined below), the Reporting Persons may be deemed to beneficially own a total of 12,733,850 shares of Common Stock, consisting of (i) 622,739 shares of Common Stock (“Shares”) held by Gemini Master Fund, Ltd. (“Gemini”), (ii) 7,111,111 shares of Common Stock issuable upon conversion of $1,600,000 in principal amount of the Issuer’s 8% Senior Secured Convertible Note (“Note”) issued to Gemini on or about April 15, 2011 (without any interest accrual and assuming a conversion price of $0.225), and (ii) three warrants (“Warrants”) held by Gemini entitling Gemini to purchase up to 5,000,000 shares of Common Stock in the aggregate.

 
 
 
 
CUSIP No. 39260T109
13G
Page 6 of 7 Pages
 
In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable is limited, pursuant to the terms of such instruments, to that number of shares of Common Stock which would result in the Reporting Persons having beneficial ownership of 9.9% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"), the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause any Reporting Person's beneficial ownership to exceed the Ownership Limitation.  Therefore, in accordance with the Ownership Limitation, based upon 102,047,289 shares of common stock outstanding as of November 14, 2012, each of the Reporting Persons beneficially owns 11,144,318 shares of Common Stock and disclaims beneficial ownership of 1,589,532 shares of Common Stock.

In addition, as permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Gemini Strategies LLC, Inc., in its capacity as investment manager for Gemini, is the beneficial owner of the Shares, the Note or the Warrants or that Steven Winters, in his capacity as president of Gemini Strategies LLC, Inc., is the beneficial owner of the Shares, the Note or the Warrants.  Each of Gemini Strategies LLC, Inc. and Steven Winters expressly disclaims any equitable or beneficial ownership of the Shares, the Note and the Warrants.
 
Item 10.
Certification:
 
By signing below the undersigned certify that, to the best of its/his 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 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.
 
 
 
 
 
CUSIP No. 39260T109
13G
Page 7 of 7 Pages
 
SIGNATURE
 
After reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
  February 14, 2013  
     
  GEMINI MASTER FUND, LTD.  
 
By:
GEMINI STRATEGIES LLC, INC.,
as investment manager
  
     
  By: /s/ Steven Winters  
  Name:  Steven Winters  
  Title:  President  
 
  GEMINI STRATEGIES LLC, INC.  
       
 
By:
/s/ Steven Winters  
  Name:  Steven Winters  
  Title:  President  
       
    /s/ Steven Winters  
    Steven Winters  

 
Attention:  Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).