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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 | ||||||||
| Senior Secured Convertible Promissory Note (1) | $ 0.57 | 07/28/2008 | J(2) | 8,769,653 (1) (2) | (3) | 11/30/2008 | Common Stock | 15,385,356 (1) (2) | (1) | 0 | D (4) (5) | ||||
| Senior Secured Convertible Promissory Note (1) | $ 0.57 | 08/15/2008 | J(6) | 7,387,310.81 (1) (6) | (3) | 11/30/2008 | Common Stock | 12,960,194 (1) (6) | (1) | 0 | D (4) (5) | ||||
| Senior Secured Convertible Promissory Note (1) | $ 0.33 | 08/15/2008 | J(6) | 1,509,246.58 (1) (6) | (3) | 11/30/2008 | Common stock | 4,573,474 (1) (6) | (1) | 0 | D (4) (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PERSEUS PARTNERS VII L P C/O PERSEUS, L.L.C. 2099 PENNSYLVANIA AVE., N.W., 9TH FLOOR WASHINGTON, DC 20006 |
X | |||
| PEARL FRANK H C/O PERSEUS, L.L.C. 2099 PENNSYLVANIA AVE., N.W., 9TH FLOOR WASHINGTON, DC 20006 |
X | |||
| /s/Teresa Y. Bernstein Secretary | 08/29/2008 | |
| **Signature of Reporting Person | Date | |
| /s/Teresa Y. Bernstein, Attorney-In-Fact for Frank H. Pearl | 08/29/2008 | |
| **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) | Prior to the transactions reported on this Form 4, Perseus Partners VII, L.P. ("Perseus VII") held (a) senior secured convertible promissory notes issued by Distributed Energy Systems Corp. (the "Issuer") in the aggregate principal amount of $16,156,963.81 (the "Original Convertible Notes") convertible into 28,345,550 shares of the Issuer's common stock ("Common Stock") at a price of $0.57 per share and (b) senior secured convertible promissory notes in the aggregate principal amount of $1,509,246.58 (the "Additional Convertible Notes") convertible into 4,573,474 shares of Common Stock at a price of $0.33 per share. The Original Convertible Notes and the Additional Convertible Notes are collectively referred to herein as the "Perseus Notes." |
| (2) | On July 28, 2008, the Issuer repaid $8,769,653 of the amount due and payable under the Original Convertible Notes. This partial repayment resulted in the cancellation of the conversion rights held by Perseus VII under the Original Convertible Notes to convert the Original Convertible Notes with an aggregate principal amount of $8,769,653 into 15,385,356 shares of Common Stock. |
| (3) | All of the Perseus Notes were exercisable on the date of issuance. |
| (4) | Perseus VII continues to hold directly for its own account, warrants granting it the right to purchase up to an aggregate amount of 42,944,165 shares of common stock of the Issuer, as reported on a Form 3 filed on June 11, 2007 and a Form 4 filed on August 28, 2007. Perseus VII holds indirectly 17,829 shares of restricted stock of the Issuer and non-qualified stock options to acquire 125,600 shares Common Stock. These securities were granted by the Issuer to individuals nominated by Perseus VII to serve as directors of the Issuer as reported on a Form 4 filed on January 24, 2008, a Form 4 filed on February 12, 2008 and a Form 4 filed on April 10, 2008. |
| (5) | 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 Perseus VII. |
| (6) | On August 15, 2008, the Issuer repaid in full the remaining amounts due and payable under the Original Convertible Notes and all amounts due and payable under the Additional Convertible Notes in full. This repayment resulted in the cancellation of all conversion rights held by Perseus VII under the Perseus Notes. |
| Remarks: + Ms. Bernstein is signing in her capacity as Secretary of Perseus Partners VII GP, L.L.C., which is the general partner of Perseus Partners VII GP, L.P., which is the general partner of Perseus Partners VII, L.P. ("Perseus VII"). | |