- Statement of Changes in Beneficial Ownership (4)
19 Settembre 2011 - 10:26PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
Expires:
November 30, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
CLAUDIO KEVIN K
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2. Issuer Name
and
Ticker or Trading Symbol
Helix Wind, Corp.
[
HLXW.OB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
13125 DANIELSON STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/10/2011
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(Street)
POWAY, CA 92064
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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9% Convertible Debenture
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(1)
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5/10/2011
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A
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1
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5/10/2011
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5/10/2014
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Common Stock
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(1)
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$100,000
(2)
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1
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D
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9% Convertible Debenture
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(1)
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5/16/2011
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D
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1
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5/16/2011
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5/16/2014
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Common Stock
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(1)
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$100,000
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0
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D
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Series A Preferred Stock
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(3)
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5/16/2011
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A
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216216
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5/16/2011
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(4)
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Common Stock
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(3)
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$100,000
(5)
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216216
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D
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Explanation of Responses:
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(
1)
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9% Convertible Debenture may be converted at the reporting person's option into common stock (the "Common Stock") of the Issuer. The number of shares of Common Stock to be issued upon such conversion shall be determined by dividing (i) the conversion amount by (ii) the lower of (1) 100% of the volume-weighted average price of the Common Stock (the "VWAP') for the three (3) trading days with the lowest VWAP during the twenty (20) trading days immediately preceding the date set forth on the Notice of Conversion (defined below), or (2) 50% of the lower of (A) the average VWAP over the five (5) trading days immediately preceding the date set forth in the Notice of Conversion or (B) the VWAP on the day immediately preceding the date set forth in the Notice of Conversion.
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(
2)
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The consideration given by the reporting person for the 9% Convertible Debenture was $100,000 of accrued employee related obligations.
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(
3)
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The reporting person exchanged the 9% Convertible Debenture into 216,216 shares of Series A Preferred Stock. The Series A Preferred Stock may be converted at the reporting person's option into Common Stock of the Issuer. The number of shares of Common Stock to be issued upon such conversion shall be determined by dividing (i) the conversion amount by (ii) the lower of (1) 100% of the volume-weighted average price of the Common Stock (the "VWAP') for the three (3) trading days with the lowest VWAP during the twenty (20) trading days immediately preceding the date set forth on the Notice of Conversion (defined below), or (2) 50% of the lower of (A) the average VWAP over the five (5) trading days immediately preceding the date set forth in the Notice of Conversion or (B) the VWAP on the day immediately preceding the date set forth in the Notice of Conversion.
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(
4)
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Not applicable
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(
5)
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The consideration given by the reporting person for the Series A Preferred Stock was the exchange of the 9% Convertible Debenture.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CLAUDIO KEVIN K
13125 DANIELSON STREET
POWAY, CA 92064
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Chief Financial Officer
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Signatures
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/s/ Kevin Claudio
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9/19/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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Grafico Azioni Helix Wind (CE) (USOTC:HLXW)
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