![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
ThermoEnergy Corp (CE) | USOTC:TMEN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
Quercus Trust |
2. Issuer Name
and
Ticker or Trading Symbol
THERMOENERGY CORP [ TMEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
1835 NEWPORT BLVD., A109-PMB 467 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
COSTA MESA, CA 92627 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
||||||||||
1.Title of Security
(Instr. 3) |
2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
|||||||||||||||
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Secured Convertible Promissory Note (1) (2) | $.24 (1) (2) | 9/15/2008 | J | $2000000.00 | 9/15/2008 | (1) (2) | Common Stock | 8333333 | (1) (2) | 8333333 | D |
|
|||
Secured Convertible Promissory Note (3) | $.24 (3) | 2/11/2009 | J | $250000.00 | 2/11/2009 | (3) | Common Stock | 1041667 | $250000.00 | 9375000 | D |
|
|||
Secured Convertible Promissory Note (4) | $.24 (4) | 6/25/2009 | J | $150000.00 | 6/25/2009 | (4) | Common Stock | 625000 | $150000.00 | 10000000 | D |
|
|||
Secured Convertible Promissory Note (5) | $.24 (5) | 9/28/2009 | P | $280000.00 | 9/28/2009 | (5) | Common Stock | 1166667 | (7) | 11116667 | D |
|
|||
Warrants (6) | $.50 | 9/28/2009 | P | 1120000 | 9/28/2009 | 9/30/2014 | Common Stock | 1120000 | (7) | 1120000 | D |
|
|||
Secured Convertible Promissory Note (8) | $.75 (8) | 9/15/2008 | J | $2000000.00 | 9/15/2008 | 9/30/2013 | Common Stock | 2666667 | (1) (2) | 2666667 | D |
|
|||
Secured Convertible Promissory Note (9) | (9) | 2/11/2009 | J | $250000.00 | 2/11/2009 | (9) | Common Stock | (9) | $250000.00 | 0 (9) (11) | D |
|
|||
Secured Convertible Promissory Note (10) | (10) | 6/25/2009 | J | $150000.00 | 6/25/2009 | (10) | Common Stock | (10) | $150000.00 | 0 (10) (12) | D |
|
Explanation of Responses: | |
( 1) | On September 15, 2008, the Reporting Persons and Issuer entered into that certain Securities Purchase Agreement (the "2008 SPA"), pursuant to which the Issuer issued to the Reporting Persons a Secured Convertible Promissory Note in the principal amount of $2,000,000, with a conversion price of $0.75 per share and interest rate of ten percent (10%) per annum (the "2008 Note") and a Warrant to purchase up to 4,000,000 Common Stock, with an exercise price of $1.25 (the "2008 Warrant"). The total purchase price of securities issued pursuant to the 2008 SPA (including 2008 Note and 2008 Warrant) was $2,000,000. |
( 2) | On September 28, 2009, the Issuer issued to the Reporting Persons two 8% Secured Convertible Promissory Notes in the aggregate principal amount of $280,000 (the "September 2009 Notes") and, in connection therewith, the 2008 Note was amended and restated with the following principal terms: the conversion price was reduced to $0.24 per share, the interest rate was reduced to eight percent (8%) per annum and the maturity date was amended to mature on the earlier to occur of (i) the closing of the Second Tranche of the Series B Convertible Preferred Stock financing contemplated by that certain Term Sheet dated September 16, 2009 and executed by the Reporting Persons and certain other investors or (ii) December 31, 2010 (hereinafter, the "New Maturity Date"). |
( 3) | On February 11, 2009, the Issuer issued to the Reporting Persons a Secured Convertible Promissory Note in the principal amount of $250,000 (the "February 2009 Note"). The original terms and conditions of the February 2009 Note are more particularly set forth in the Issuer's Form 8-K filed on 2/17/2009, which also contains a copy of the February 2009 Note as an exhibit thereto. In connection with the issuance of the September 2009 Notes, the February 2009 Note was amended and restated with the following principal terms: the conversion price was amended to $0.24 per share, the interest rate was reduced to eight percent (8%) per annum and the maturity date was amended to the New Maturity Date. |
( 4) | On June 25, 2009, the Issuer issued to the Reporting Persons a Secured Convertible Promissory Note in the principal amount of $150,000 (the "June 2009 Note"). The original terms and conditions of the June 2009 Note are more particularly set forth in the Issuer's Form 8-K filed on 6/30/2009, which also contains a copy of the June 2009 Note as an exhibit thereto. In connection with the issuance of the September 2009 Notes, the June 2009 Note was amended and restated with the following principal terms: the conversion price was amended to $0.24 per share, the interest rate was reduced to eight percent (8%) per annum and the maturity date was amended to the New Maturity Date. |
( 5) | The September 2009 Notes, which consists of one Secured Convertible Promissory Note in the principal amount of $250,000 and another in the principal amount of $30,000, have the following principal terms: a conversion price of $0.24 per share, the interest rate of eight percent (8%) per annum and the maturity date of the New Maturity Date. Additional terms and conditions of the September 2009 Notes are more particularly set forth in the Issuer's Form 8-K filed on 10/2/2009, which also contains a copy of a form of the September 2009 Notes as an exhibit thereto. |
( 6) | On September 28, 2009, in connection with the issuance of the September 2009 Notes, the Reporting Persons acquired from the Issuer two Warrants, one to purchase up to 1,000,000 Common Stock and another to purchase up to 120,000 Common Stock (the "September 2009 Warrants"). Additional terms and conditions of the September 2009 Warrants are more particularly set forth in the Issuer's Form 8-K filed on 10/2/2009, which also contains a copy of a form of the Warrants as an exhibit thereto. |
( 7) | The total purchase price of the September 2009 Notes and the September 2009 Warrants was $280,000. |
( 8) | As explained in Comment #1, the 2008 Note was amended and restated in connection with the September 2009 Notes. Therefore, we hereby report the disposition of the 2,666,667 Common Stock of the Reporting Persons, which was based on the original conversion price of $.75. |
( 9) | As explained in Comment #2, the February 2009 Note was amended and restated in connection with the September 2009 Notes. Therefore, we hereby report the disposition of the February 2009 Note with its original conversion and maturation terms which are described in the Issuer's Form 8-K filed on 2/17/2009. |
( 10) | As explained in Comment #3, the June 2009 Note was amended and restated in connection with the September 2009 Notes. Therefore, we hereby report the disposition of the June 2009 Note with its original conversion and maturation terms which are described in the Issuer's Form 8-K filed on 6/30/2009. |
( 11) | The February 2009 Note was not convertible into Common Stock at the time of its issuance. |
( 12) | The June 2009 Note was not convertible into Common Stock at the time of its issuance. |
Reporting Owners
|
|||||
Reporting Owner Name / Address |
|
||||
Director | 10% Owner | Officer | Other | ||
Quercus Trust
1835 NEWPORT BLVD. A109-PMB 467 COSTA MESA, CA 92627 |
|
X |
|
|
|
Gelbaum David
1835 NEWPORT BLVD. A109-PMB 467 COSTA MESA, CA 92627 |
|
X |
|
Co-Trustee | |
Gelbaum Monica Chavez
1835 NEWPORT BLVD. A109-PMB 467 COSTA MESA, CA 92627 |
|
X |
|
Co-Trustee |
Signatures
|
||
/s/ David Gelbaum, Co-Trustee, The Quercus Trust | 10/9/2009 | |
** Signature of Reporting Person |
Date
|
|
/s/ David Gelbaum, as attorney-in-fact for Monica Chavez Gelbaum, Co-Trustee, The Quercus Trust | 10/9/2009 | |
** Signature of Reporting Person |
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1 Year ThermoEnergy (CE) Chart |
1 Month ThermoEnergy (CE) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions