| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Energous Corp [ WATT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2017 | ||||||||||||||||||||||||||
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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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/01/2017 | J(1)(2) | 1,618,123 | D | (1)(2) | 1,618,123 | I | See footnote(1)(2) | ||
| Common Stock | 12/01/2017 | J(3) | 1,618,123 | D | (3) | 1,618,123 | I | See footnote(3) | ||
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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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Ascend Legend Fund, Ltd.: Prior to December 1, 2017, Ascend Legend Fund, Ltd. was the sole owner of all of the common shares (the "Legend Master Fund Shares") of Ascend Legend Master Fund, Ltd. Ascend Legend Master Fund, Ltd. is the direct owner of 1,618,123 shares (the "Shares") of the common stock of Energous Corporation, a Delaware corporation (the "Issuer"). Ascend Legend Fund, Ltd. may have been deemed to be part of a group that together could be deemed to have beneficial ownership of more than 10% of the common stock of the Issuer. On December 1, 2017 Ascend Legend Fund, Ltd. transferred all of the Legend Master Fund Shares to Ascend Partners Fund I, Ltd. as a redemption in kind in all of the common shares of Ascend Legend Fund, Ltd. |
| 2. Ascend Partners Fund I, Ltd. was already subject to deemed indirect beneficial ownership of the Shares as the sole shareholder of Ascend Legend Fund, Ltd., and therefore only the form of its indirect interest in the Shares changed as a result of the redemption in kind by Ascend Legend Fund, Ltd. Ascend Partners Fund I, Ltd. may have been deemed to be part of a group that together could be deemed to have beneficial ownership of more than 10% of the common stock of the Issuer. |
| 3. Ascend Partners Fund I, Ltd.: Also on December 1, 2017 Ascend Partners Fund I, Ltd. transferred the Legend Master Fund Shares as a payment in kind to satisfy a deferred fee obligation to Ascend Capital Limited Partnership, the investment adviser to Ascend Partners Fund I, Ltd. Ascend Capital Limited Partnership, as investment adviser to Ascend Partners Fund I, Ltd. and as holder of an indirect pecuniary interest in the Shares, was already subject to deemed beneficial ownership of the Shares and therefore only the form of its indirect interest in the Shares changed as a result of the payment in kind by Ascend Partners Fund I, Ltd. |
| ASCEND LEGEND FUND, LTD. By: /s/ Malcolm Fairbairn Name: Malcolm Fairbairn Title: Director | 12/22/2017 | |
| ASCEND PARTNERS FUND I, LTD. By: /s/ Malcolm Fairbairn Name: Malcolm Fairbairn Title: Director | 12/22/2017 | |
| ** 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. | ||