Statement of Changes in Beneficial Ownership (4)
29 Maggio 2013 - 7:52PM
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 APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HUGHES J WINDER
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2. Issuer Name
and
Ticker or Trading Symbol
THERMOENERGY CORP
[
TMEN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
PO BOX 389
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/9/2012
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(Street)
PONTE VEDRA, FL 32004
(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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Common Stock
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10/1/2012
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L
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27000
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A
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$0.1061
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4634500
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I
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Focus Fund L.P.
(1)
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Common Stock
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10/1/2012
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L
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40000
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A
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$0.1099
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4674500
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I
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Focus Fund L.P.
(1)
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Common Stock
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10/5/2012
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L
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1100
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A
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$0.0980
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4675600
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I
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Focus Fund L.P.
(1)
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Common Stock
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10/5/2012
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L
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7500
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A
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$0.0952
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4683100
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I
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Focus Fund L.P.
(1)
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Common Stock
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10/9/2012
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P
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30000
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A
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$0.0866
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4713100
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I
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Focus Fund L.P.
(1)
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Common Stock
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10/17/2012
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P
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16145
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A
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$0.1020
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4729245
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I
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Focus Fund L.P.
(1)
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Common Stock
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10/17/2012
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P
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5000
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A
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$0.1000
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4734245
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I
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Focus Fund L.P.
(1)
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Common Stock
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10/17/2012
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P
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30255
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A
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$0.1027
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4764500
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I
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Focus Fund L.P.
(1)
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Common Stock
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12/3/2012
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P
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29967
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A
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$0.0750
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4794467
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I
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Focus Fund L.P.
(1)
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Common Stock
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12/6/2012
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P
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25003
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A
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$0.0800
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4819470
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I
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Focus Fund L.P.
(1)
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Common Stock
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12/7/2012
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P
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10000
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A
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$0.0930
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4829470
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I
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Focus Fund L.P.
(1)
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Common Stock
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12/10/2012
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P
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1000
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A
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$0.0750
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4830470
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I
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Focus Fund L.P.
(1)
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Common Stock
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12/13/2012
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P
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10617
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A
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$0.0750
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4841087
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I
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Focus Fund L.P.
(1)
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Common Stock
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12/26/2012
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P
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10000
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A
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$0.0929
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4851087
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I
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Focus Fund L.P.
(1)
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Common Stock
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12/26/2012
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P
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23413
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A
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$0.1000
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4874500
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I
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Focus Fund L.P.
(1)
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Common Stock
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1/7/2013
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P
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100000
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A
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$0.0700
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4974500
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I
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Focus Fund L.P.
(1)
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Common Stock
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2/19/2013
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P
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10000
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A
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$0.0649
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4984500
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I
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Focus Fund L.P.
(1)
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Common Stock
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4/5/2013
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J
(2)
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V
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329923
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A
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$0
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5314423
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I
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Focus Fund L.P.
(1)
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Common Stock
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4/5/2013
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J
(2)
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V
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394737
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A
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$0
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5709160
(3)
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I
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Hughes Children's Trust
(4)
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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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Explanation of Responses:
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(
1)
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The Reporting Person is the general partner of Focus Fund L.P. and, as such, is deemed to be the beneficial owner of the securities owned by such entity. He disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
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(
2)
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Shares were issued, for no consideration, in satisfaction of a contractual anti-dilution price protection relating to the Reporting Person's purchase of shares of Common Stock in a private placement in July 2012.
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(
3)
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Includes shares owned by Focus Fund L.P., of which the Reporting Person is the general partner, and by the Hughes Children's Trust, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of the securities owned by Focus Fund L.P., except to the extent of his pecuniary interest therein; he disclaims beneficial ownership of the securities owned by the Hughes Children's Trust.
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(
4)
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The Reporting Person is a trustee of the Hughes Children's Trust and, as such, is deemed to be the beneficial owner of the securities owned by such entity. He disclaims beneficial ownership of such securities.
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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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HUGHES J WINDER
PO BOX 389
PONTE VEDRA, FL 32004
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X
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X
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Signatures
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/s/ J. Winder Hughes III
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5/29/2013
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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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