UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. ________)*
Aqua Metals, Inc. Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03837J 101
(CUSIP Number)
Stephen R. Clarke
1010 Atlantic Avenue
Alameda, California 94501
(510) 479-7635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 30, 2015
(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)
¨ 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 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. 03837J 101 | 13G | Page 2 of 7 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Stephen R. Clarke
|
|||
| 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
United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
1,003,637 | ||
| 6. |
SHARED VOTING POWER
732,559 | |||
| 7. |
SOLE DISPOSITIVE POWER
1,003,637 | |||
| 8. |
SHARED DISPOSITIVE POWER
732,559 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,003,637 |
|||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
|||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.3% |
|||
| 12. |
TYPE OF REPORTING PERSON (see instructions)
I |
| CUSIP No. 03837J 101 | 13G | Page 3 of 7 Pages |
Item 1.
| (a) |
Name of Issuer:
Aqua Metals, Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices:
1010 Atlantic Avenue Alameda, California 94501 |
Item 2.
| (a) |
Name of Person Filing Stephen R. Clarke | |
| (b) |
Address of the Principal Office or, if none, residence 1010 Atlantic Avenue Alameda, California 94501 | |
| (c) |
Citizenship United States of America | |
| (d) |
Title of Class of Securities Common Stock | |
| (e) |
CUSIP Number 03837J 101 |
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). |
| CUSIP No. 03837J 101 | 13G | Page 4 of 7 Pages |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | 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). |
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: See Item 9 of Cover Pages | |||
| (b) | Percent of class: See Item 11 of Cover Pages | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote | |||
| See Item 5 of Cover Pages | ||||
| (ii) | Shared power to vote or to direct the vote | |||
| See Item 6 of Cover Pages | ||||
| (iii) | Sole power to dispose or to direct the disposition of | |||
| See Item 7 of Cover Pages | ||||
| (iv) | Shared power to dispose or to direct the disposition of | |||
| See Item 8 of Cover Pages | ||||
| CUSIP No. 03837J 101 | 13G | Page 5 of 7 Pages |
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 ¨.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not applicable.
| CUSIP No. 03837J 101 | 13G | Page 6 of 7 Pages |
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.
| CUSIP No. 03837J 101 | 13G | Page 7 of 7 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 12, 2016 | |
| Date | |
| /s/ Stephen R. Clarke | |
| Signature | |
| Stephen R. Clarke | |
| Name/Title |