0001214659-14-001168.txt : 20140214 0001214659-14-001168.hdr.sgml : 20140214 20140214104848 ACCESSION NUMBER: 0001214659-14-001168 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XZERES Corp. CENTRAL INDEX KEY: 0001084597 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 742329327 STATE OF INCORPORATION: NV FISCAL YEAR END: 0229 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61789 FILM NUMBER: 14612248 BUSINESS ADDRESS: STREET 1: 9025 SW HILLMAN COURT, SUITE 3126 CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 503-388-7350 MAIL ADDRESS: STREET 1: 9025 SW HILLMAN COURT, SUITE 3126 CITY: WILSONVILLE STATE: OR ZIP: 97070 FORMER COMPANY: FORMER CONFORMED NAME: Xzeres Wind Corp. DATE OF NAME CHANGE: 20100512 FORMER COMPANY: FORMER CONFORMED NAME: Cascade Wind Corp. DATE OF NAME CHANGE: 20100406 FORMER COMPANY: FORMER CONFORMED NAME: Cascade Wind Corp., Inc. DATE OF NAME CHANGE: 20081203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARQUAM ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001580512 IRS NUMBER: 262836205 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1500 SW FIRST AVENUE STREET 2: SUITE 910 CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: (503)719-4681 MAIL ADDRESS: STREET 1: 1500 SW FIRST AVENUE STREET 2: SUITE 910 CITY: PORTLAND STATE: OR ZIP: 97201 SC 13G/A 1 o213141sc13ga1.htm AMENDMENT NO. 1 o213141sc13ga1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 
XZERES Corp 
(Name of Issuer)
 
Common Stock, $0.001 Per Share Par Value 
(Title of Class of Securities)
 
984189 100 
(CUSIP Number)
 
Richard B. Goud, Jr.
Marquam Asset Management LLC
1500 SW First Avenue, Suite 910
Portland, OR 97201 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
November 30, 2013
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x  Rule 13d-1(b)
¨  Rule 13d-1(c)
¨  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 disclosures provided in a prior cover page.
 
The information required on 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).
 
 
 
 
 
CUSIP No. 984189 100
  
13G/A
 
Page 1 of 4 Pages

         
1.
  
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Marquam Asset Management, LLC
26-2836205
    
2.
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
    
3.
  
SEC USE ONLY
 
    
4.
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Oregon
    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
  
SOLE VOTING POWER
 
1,475,361 SHARES
6.
  
SHARED VOTING POWER
 
00,000
7.
  
SOLE DISPOSITIVE POWER
 
1,475,361 SHARES
8.
  
SHARED DISPOSITIVE POWER
 
00,000
9.
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,475,361 SHARES
   
10.
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
 
    
11.
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.07% (based upon 36,251,042 outstanding shares of common stock as of November 30, 2013)
   
12.
  
TYPE OF REPORTING PERSON (see instructions)
 
IA
    
 
 
 
 
 
CUSIP No. 984189 100
  
13G/A
 
Page 2 of 4 Pages
         
 
 
Item 1.
 
 
(a)
Name of Issuer
Xzeres Corp
     
 
(b)
Address of Issuer’s Principal Executive Offices
9025 SW Hillman Suite 3126, Wilsonville, OR 97070
     
 
Item 2.
 
 
(a)
Name of Person Filing
Marquam Asset Management LLC
     
 
(b)
Address of the Principal Office or, if none, residence
1500 SW First Avenue, Suite 910, Portland, OR 97201
     
 
(c)
Citizenship
Oregon
     
 
(d)
Title of Class of Securities
Common Stock
     
 
(e)
CUSIP Number
984189 100
     
 
Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
 
(b)
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
 
(e)
x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
 
(f)
¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
¨
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
 
(h)
¨
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
¨
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 (15 U.S.C. 80a-3);
       
 
(j)
¨
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
 
 
 
 
 
CUSIP No. 984189 100
  
13G/A
 
Page 3 of 4 Pages

 
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:  1,475,361 SHARES
       
 
(b)
Percent of class:  4.07% (based upon 36,251,042 outstanding shares of common stock as of November 30, 2013)
       
 
(c)
Number of shares as to which the person has:  
       
   
(i)
Sole power to vote or to direct the vote  1,475,361 SHARES.
       
   
(ii)
Shared power to vote or to direct the vote  Not applicable.
       
   
(iii)
Sole power to dispose or to direct the disposition of  1,475,361 SHARES.
       
   
(iv)
Shared power to dispose or to direct the disposition of  Not applicable.
       
 
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
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 five percent of the class of securities, check the following x.
 
Instruction. Dissolution of a group requires a response to this item.
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
               Not applicable.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
               Not applicable. 
 
Item 8.  Identification and Classification of Members of the Group.
 
                Not applicable.
 
Item 9.  Notice of Dissolution of Group.
 
                Not applicable.
 
Item 10.  Certification.
 
 
(a)
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
     
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
     
 
(b)
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
     
   
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.
 
 
 
 
 
CUSIP No. 984189 100
  
13G/A
 
Page 4 of 4 Pages
         
 
 
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.
 
 
 
February 14, 2014
 
Date
 
 
/s/ Richard B. Goud, Jr.
 
Signature
 
 
Richard B. Goud, Jr., Chief Compliance Officer
 
Name/Title