| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 08/07/2018 |
3. Issuer Name and Ticker or Trading Symbol
Northern Power Systems Corp. [ NPS ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (1) | 04/16/2024 | Common Shares | 107,649 | $1.59 | D | |
| Stock Option (Right to Buy) | (1) | 04/16/2024 | Common Shares | 3,008 | $3.63 | D | |
| Stock Option (Right to Buy) | (1) | 12/22/2024 | Common Shares | 40,000 | $2.97 | D | |
| Stock Option (Right to Buy) | (2) | 08/19/2025 | Common Shares | 65,000 | $0.44 | D | |
| Stock Option (Right to Buy) | (3) | 11/30/2026 | Common Shares | 50,000 | $0.186 | D | |
| Subordinated Convertible Promissory Note | (4) | (4) | Common Shares | 10,200 | $0.051 | D | |
| Explanation of Responses: |
| 1. This option is fully vested and exercisable. |
| 2. One-third of this option vested on August 19, 2016, with the remainder vesting in eight equal quarterly installments thereafter. |
| 3. One-third of this option vested on November 30, 2017, with the remainder vesting in eight equal quarterly installments thereafter. |
| 4. On August 2, 2018, the Company issued a Subordinated Convertible Promissory Note (the "Notes") to certain investors including the Reporting Person. The aggregate dollar value of such Notes is $1,880,000. The Reporting Person's Note is for $20,000. The Investors may convert the Notes at any time into shares of the Company's common shares ("Shares"). Interest under the Notes accrues but shall not be due and payable until the maturity date. Under the Notes the outstanding principal balance and accrued interest under each Note shall be convertible, in whole or in part, at the option of the Holder at any time prior to the maturity date, into shares of common stock at a per share price of C$.0675 or US$.051 (the "Conversion Price"). |
| Remarks: |
| Exhibit 24.1: Power of Attorney |
| /s/ William St. Lawrence, as Attorney-in-Fact | 08/20/2018 | |
| ** 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 5 (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 Number. | ||