UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NORTHERN POWER SYSTEMS CORP.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
CLASS B RESTRICTED VOTING SHARES, NO PAR VALUE PER SHARE
(Title of Class of Securities)
FOR COMMON STOCK: 66561Y107
FOR CLASS B RESTRICTED VOTING SHARES: N/A
(CUSIP Number)
CWE LLC
1 THORNDAL CIRCLE
DARIEN, CT 06820
203-655-5040
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 16, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x 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).
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
CWE LLC 80-0493969 | |||||
| 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
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
509,786 COMMON SHARES 1,360,474 CLASS B RESTRICTED VOTING SHARES | ||||
| 6. | Shared Voting Power
0 COMMON SHARES 0 CLASS B RESTRICTED VOTING SHARES | |||||
| 7. | Sole Dispositive Power
509,786 COMMON SHARES 1,360,474 CLASS B RESTRICTED VOTING SHARES | |||||
| 8. | Shared Dispositive Power
0 COMMON SHARES 0 CLASS B RESTRICTED VOTING SHARES | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
509,786 COMMON SHARES 1,360,474 CLASS B RESTRICTED VOTING SHARES | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
Not applicable. | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.5% OF COMMON SHARES 12.1% OF CLASS B RESTRICTED VOTING SHARES | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
Item 1.
| (a) | Name of Issuer |
NORTHERN POWER SYSTEMS CORP.
| (b) | Address of Issuer’s Principal Executive Offices |
29 PITMAN ROAD
BARRE, VT 05641
Item 2.
| (a) | Name of Person Filing |
CWE LLC
| (b) | Address of the Principal Office or, if none, residence |
1 THORNDAL CIRCLE
DARIEN, CT 06820
| (c) | Citizenship |
DELAWARE
| (d) | Title of Class of Securities |
COMMON SHARES
CLASS B RESTRICTED VOTING SHARES
| (e) | CUSIP Number |
FOR COMMON SHARES: 66561Y107
FOR CLASS B RESTRICTED VOTING SHARES: N/A
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:
Not applicable. This statement is filed pursuant to 13d-1(c).
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: |
509,786 COMMON SHARES
1,360,474 CLASS B RESTRICTED VOTING SHARES
| (b) | Percent of class: |
4.5% COMMON SHARES
12.1% CLASS B RESTRICTED VOTING SHARES
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
| 509,786 COMMON SHARES |
| 1,360,474 CLASS B RESTRICTED VOTING SHARES |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: |
| 509,786 COMMON SHARES |
| 1,360,474 CLASS B RESTRICTED VOTING SHARES |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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.
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.
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.
| 05/27/2014 |
| Date |
| /s/ Richard Hokin |
| Signature |
| Richard Hokin / Manager |
| Name/Title |