-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IhTDaYKuSJl24jzCarJyjwav/f/s0zl02OAtAVJo+5Y5nc8QOOJjVc+jlzrVBmCh xqU0Dg+jEdsB+4bIz6pRbg== 0001209191-08-023802.txt : 20080410 0001209191-08-023802.hdr.sgml : 20080410 20080410190935 ACCESSION NUMBER: 0001209191-08-023802 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080131 FILED AS OF DATE: 20080410 DATE AS OF CHANGE: 20080410 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DISTRIBUTED ENERGY SYSTEMS CORP CENTRAL INDEX KEY: 0001261482 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 200177690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10 TECHNOLOGY DR CITY: WALLINGFORD STATE: CT ZIP: 06492 BUSINESS PHONE: 2036782000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fox John C CENTRAL INDEX KEY: 0001325576 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50453 FILM NUMBER: 08751043 BUSINESS ADDRESS: BUSINESS PHONE: 202-942-0101 MAIL ADDRESS: STREET 1: C/O PERSEUS, LLC STREET 2: 2099 PENNSYLVANIA AVE, NW, SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20006 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2008-01-31 0 0001261482 DISTRIBUTED ENERGY SYSTEMS CORP DESC 0001325576 Fox John C C/O PERSEUS, L.L.C. 2099 PENNSYLVANIA AVE., N.W., 9TH FLOOR WASHINGTON DC 20006 1 0 0 0 Non-Qualified Stock Option (right to buy) 0.57 2008-01-31 4 A 0 1400 0.57 A 2008-01-31 2018-01-31 Common Stock 1400 1400 D Non-Qualified Stock Option (right to buy) 0.47 2008-04-03 4 A 0 1400 0.47 A 2008-04-03 2018-04-03 Common Stock 1400 1400 D These non-qualified stock options were granted to John C. Fox on January 31, 2008 and April 3, 2008, respectively, pursuant to the Distributed Energy Systems Corp. Board of Directors Compensation program and are 100% vested at the time of the grant. Mr. Fox was nominated by Perseus Partners VII, L.P. ("Perseus VII") as a director of the Issuer, pursuant to Perseus VII's rights under a Securities Purchase Agreement, dated May 10, 2007, between Perseus VII and the Issuer. Mr. Fox holds all options, shares of restricted common stock and other securities issued to him as a nominee of Perseus VII, and disclaims beneficial ownership thereof, except to the extent he may have any pecuniary interest therein. Perseus VII is a Delaware limited partnership. Its general partner is Perseus Partners VII GP, L.P., a Delaware limited partnership. Perseus Partners VII GP, L.L.C., a Delaware limited liability company, is the general partner of Perseus Partners VII GP, L.P. The sole member of Perseus Partners VII GP, L.L.C. is Perseus, L.L.C., a Delaware limited liability company. Perseuspur, L.L.C., a Delaware limited liability company, is the managing member of Perseus, L.L.C. Frank H. Pearl, individually, owns 72.9 % of Perseuspur, L.L.C. He also is the sole director and sole shareholder of Rappahannock Investment Company, a Delaware corporation, which in turn owns the remaining 27.1% of Perseuspur, L.L.C. By virtue of such control, Mr. Pearl may be deemed to have beneficial ownership of any shares or other securities that have been or may be issued to Mr. Fox as a nominee of Perseus VII. /s/ John C. Fox 2008-04-10 -----END PRIVACY-ENHANCED MESSAGE-----