SC 13D/A 1 v340787_sc13da.htm FORM SC 13D/A

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. 1)*

 

 

T3 Motion, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

89853X306

(CUSIP Number)

 

Vision Capital Advisors, LLC

20 West 55th Street, 5th Floor

New York, NY 10019

Attention: James Murray

 

Tel: 212.849.8237

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 27, 2013

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

* 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 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.: 89853X306

 

NAME OF REPORTING PERSON

 

1.S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Adam Benowitz

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

AF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6.CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF 7 SOLE VOTING POWER   -   0
SHARES    
BENEFICIALLY 8 SHARED VOTING POWER   -   6,360,192
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER   -     0 
REPORTING    
PERSON WITH 10 SHARED DISPOSITIVE POWER   - 6,360,192

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,360,192

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

41.9%

 

14TYPE OF REPORTING PERSON

 

IN

 

Page 2 of 12 pages
 

 

CUSIP No.: 89853X306

 

NAME OF REPORTING PERSON

 

1.S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Robert Thomson

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

OO

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6.CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF 7 SOLE VOTING POWER   -    25,000
SHARES    
BENEFICIALLY 8 SHARED VOTING POWER   -   0
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER   -   25,000 
REPORTING    
PERSON WITH 10 SHARED DISPOSITIVE POWER   -   0

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,000

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%

 

14TYPE OF REPORTING PERSON

 

IN

 

Page 3 of 12 pages
 

 

CUSIP No.: 89853X306

 

1NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Vision Capital Advisors, LLC

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

AF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF 7 SOLE VOTING POWER   -    0
SHARES    
BENEFICIALLY 8 SHARED VOTING POWER   -   6,360,192
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER   -   0 
REPORTING    
PERSON WITH 10 SHARED DISPOSITIVE POWER   -   6,360,192

  

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,360,192

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

41.9%

 

14TYPE OF REPORTING PERSON

 

IA

 

Page 4 of 12 pages
 

 

CUSIP No.: 89853X306

 

1NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Vision Opportunity Master Fund, Ltd.

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

WC

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF 7 SOLE VOTING POWER   -    0
SHARES    
BENEFICIALLY 8 SHARED VOTING POWER   -   See Item 5
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER   -   0 
REPORTING    
PERSON WITH 10 SHARED DISPOSITIVE POWER   -   See Item 5

  

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

See Item 5

 

14TYPE OF REPORTING PERSON

 

CO

 

Page 5 of 12 pages
 

 

CUSIP No.: 89853X306

 

NAME OF REPORTING PERSON

 

1.S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Vision Capital Advantage Fund, L.P.

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

WC

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6.CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF 7 SOLE VOTING POWER   -    0
SHARES    
BENEFICIALLY 8 SHARED VOTING POWER   -   See Item 5
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER   -   0 
REPORTING    
PERSON WITH 10 SHARED DISPOSITIVE POWER   -   See Item 5

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

See Item 5

 

14TYPE OF REPORTING PERSON

 

PN

 

Page 6 of 12 pages
 

 

CUSIP No.: 89853X306

 

NAME OF REPORTING PERSON

 

1.S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

VCAF GP, LLC

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

AF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6.CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF 7 SOLE VOTING POWER   -    0
SHARES    
BENEFICIALLY 8 SHARED VOTING POWER   -   See Item 5
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER   -   0 
REPORTING    
PERSON WITH 10 SHARED DISPOSITIVE POWER   -   See Item 5

  

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

See Item 5

 

14TYPE OF REPORTING PERSON

 

OO

 

Page 7 of 12 pages
 

 

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the beneficial ownership of the common stock, par value $0.001 per share (the “Common Stock”), of T3 Motion, Inc., a Delaware corporation (the “Company” or the “Issuer”). This Amendment No. 1 supplements Items 2, 4 and 7, and amends and restates in its entirety Item 5, of the Schedule 13D originally filed on July 1, 2011.

 

ITEM 2.Identity and Background.

 

Robert Thomson, a United States citizen (“Mr. Thomson”), is hereby added as a Reporting Person. Mr. Thomson is a director of the Investment Manager. Mr. Thomson’s principal occupation is serving as a director of the Investment Manager. During the last five years, Mr. Thomson has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

ITEM 4.Purpose of Transaction.

 

As reported on the Issuer’s Form 8-K filed on March 28, 2013, on March 27, 2013, Mr. Thomson notified the Company that he would be resigning from the board of directors of the Issuer (“Board of Directors”) as of March 27, 2013. The Investment Manager retains the right to appoint two directors to the Board of Directors.

 

ITEM 5.Interest in Securities of the Issuer.

 

(a)           The Master Fund and VCAF, collectively, (i) own 4,077,423 shares of Common Stock, (ii) have the ability to acquire 2,282,769 shares of Common Stock through the exercise or conversion of derivative securities and (iii) thus beneficially own 6,360,192 shares of Common Stock, representing 41.9% of all of the Issuer’s outstanding Common Stock. The Investment Manager and Mr. Benowitz (and the General Partner with respect to the shares of Common Stock owned by VCAF) may each be deemed to beneficially own the shares of Common Stock beneficially owned by the Master Fund and VCAF. Each disclaims beneficial ownership of such shares.

 

Mr. Thomson has the ability to acquire 25,000 shares of Common Stock through the exercise or conversion of derivative securities and thus beneficially owns 25,000 shares of Common Stock, representing 0.2% of all of the Issuer’s outstanding Common Stock.

 

The foregoing is based on 12,906,027 shares of Common Stock outstanding as of November 14, 2012, as reported on the Issuer’s Form 10-Q for the quarterly period ended September 30, 2012, filed on November 19, 2012.

 

(b)           The Reporting Persons (other than Mr. Thomson) have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 6,360,192 shares of Common Stock reported herein.

 

Mr. Thomson has sole power to vote or direct the vote of and to dispose or direct the disposition of the 25,000 shares of Common Stock reported herein.

 

Page 8 of 12 pages
 

 

(c)           Except as provided in Item 4, no transactions in the Common Stock have been effected by the Reporting Persons or, to the knowledge of the Reporting Persons, the Directors and Officers, in the last sixty (60) days.

 

(d)           Not applicable.

 

(e)           Not applicable.

 

ITEM 7.Material to be Filed as Exhibits.

 

Exhibit No.Document

 

9.Revised Joint Filing Agreement *

 

_______________________________

 

* Filed herewith.

 

Page 9 of 12 pages
 

 

SIGNATURE

 

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.

 

Dated: April 8, 2013

 

  ADAM BENOWITZ  
  VISION CAPITAL ADVISORS, LLC  
  VISION OPPORTUNITY MASTER FUND, LTD.  
  VISION CAPITAL ADVANTAGE FUND, L.P.  
  VCAF GP, LLC  
       
  By: /s/ Adam Benowitz  
  Adam Benowitz, for himself, as Managing Member of the Investment Manager, as a Director of the Master Fund, and as authorized signatory of the General Partner (for itself and VCAF)  
       
       
  /s/ Robert Thomson  
  Robert Thomson  

  

Page 10 of 12 pages
 

 

EXHIBIT INDEX

 

Exhibit No.Document

 

9.Joint Filing Agreement *

 

_______________________________

 

* Filed herewith.

 

Page 11 of 12 pages
 

 

 

Exhibit 9

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of T3 Motion, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.

 

 

Dated: April 8, 2013

 

  ADAM BENOWITZ 
  VISION CAPITAL ADVISORS, LLC
  VISION OPPORTUNITY MASTER FUND, LTD.
  VISION CAPITAL ADVANTAGE FUND, L.P.
  VCAF GP, LLC
   
  By:   /s/ Adam Benowitz  
  Adam Benowitz, for himself, as Managing Member of the Investment Manager, as a Director of the Master Fund, and as authorized signatory of the General Partner (for itself and VCAF)   
   
  /s/ Robert Thomson   
  Robert Thomson   

 

Page 12 of 12 pages