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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 0.57 | 01/31/2008 | A(1)(2) | 1,400 (1) | 01/31/2008 | 01/31/2018 | Common Stock | 1,400 (1) | $ 0.57 | 1,400 (1) (2) (3) | D (2) (3) | ||||
| Non-Qualified Stock Option (right to buy) | $ 0.47 | 04/03/2008 | A(1)(2) | 1,400 (1) | 04/03/2008 | 04/03/2018 | Common Stock | 1,400 (1) | $ 0.47 | 1,400 (1) (2) (3) | D (2) (3) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Fox John C C/O PERSEUS, L.L.C. 2099 PENNSYLVANIA AVE., N.W., 9TH FLOOR WASHINGTON, DC 20006 |
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| /s/ John C. Fox | 04/10/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These non-qualified stock options were granted to John C. Fox on January 31, 2008 and April 3, 2008, respectively, pursuant to the Distributed Energy Systems Corp. Board of Directors Compensation program and are 100% vested at the time of the grant. |
| (2) | Mr. Fox was nominated by Perseus Partners VII, L.P. ("Perseus VII") as a director of the Issuer, pursuant to Perseus VII's rights under a Securities Purchase Agreement, dated May 10, 2007, between Perseus VII and the Issuer. Mr. Fox holds all options, shares of restricted common stock and other securities issued to him as a nominee of Perseus VII, and disclaims beneficial ownership thereof, except to the extent he may have any pecuniary interest therein. |
| (3) | Perseus VII is a Delaware limited partnership. Its general partner is Perseus Partners VII GP, L.P., a Delaware limited partnership. Perseus Partners VII GP, L.L.C., a Delaware limited liability company, is the general partner of Perseus Partners VII GP, L.P. The sole member of Perseus Partners VII GP, L.L.C. is Perseus, L.L.C., a Delaware limited liability company. Perseuspur, L.L.C., a Delaware limited liability company, is the managing member of Perseus, L.L.C. Frank H. Pearl, individually, owns 72.9 % of Perseuspur, L.L.C. He also is the sole director and sole shareholder of Rappahannock Investment Company, a Delaware corporation, which in turn owns the remaining 27.1% of Perseuspur, L.L.C. By virtue of such control, Mr. Pearl may be deemed to have beneficial ownership of any shares or other securities that have been or may be issued to Mr. Fox as a nominee of Perseus VII. |