CUSIP
No. 004848107
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13D
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Page
2 of 5 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leap
Tide Capital Acorn LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[ ]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
DE
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
4,372,017
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8.
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SHARED
VOTING POWER
00,000
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9.
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SOLE
DISPOSITIVE POWER
4,372,017
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10.
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SHARED
DISPOSITIVE POWER
00,000
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,372,017
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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CUSIP
No. 004848107
|
13D
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Page
3 of 5 Pages
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Item
1. Security and Issuer.
This
statement relates to the Common Stock, par value $.01, of Acorn Energy, Inc., whose principal executive offices are located at
1000 N West St., Suite 1200, Wilmington, Delaware 19801.
Item
2. Identity and Background.
This
statement is filed by Leap Tide Capital Acorn LLC, whose address is 10451 Mill Run Circle, Suite 400, Owings Mills, Maryland 21117.
The
sole manager of Leap Tide Capital Acorn LLC, with sole voting and dispositive power over the securities held by such entity, is
Jan H. Loeb, whose address is c/o Leap Tide Capital Management, 10451 Mill Run Circle, Suite 400, Owings Mills, Maryland 21117.
Mr. Loeb is the President, CEO and a Director of Acorn Energy, Inc.
During
the last five years, neither Leap Tide Capital Acorn LLC nor Mr. Loeb has been convicted in a criminal proceeding (excluding traffic
violations or other similar misdemeanors), and neither has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in either Leap Tide Capital Acorn LLC or Mr. Loeb being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
Mr.
Loeb is a US citizen.
Item
3. Source or Amount of Funds or Other Consideration.
Leap
Tide Capital Acorn LLC acquired 4,042,396 shares in the Acorn Energy, Inc. Rights Offering in June 2019 at the subscription price
of $0.24 per share pursuant to the related Rights Offering Backstop Agreement with capital contributions of the members of the
LLC, and acquired 329,621 shares from Jan H. Loeb as part of his capital contribution to the LLC.
Mr.
Loeb beneficially owns, and has sole voting and dispositive power with respect to, 7,445,521 shares of Common Stock of Acorn Energy,
Inc. Other than the shares purchased in the Acorn Energy, Inc. Rights Offering and pursuant to the related Rights Offering Backstop
Agreement, as described below, the shares beneficially owned by Mr. Loeb were acquired over time in multiple open-market transactions,
each at the respective market price per share at the time the purchases were made, and were purchased with Mr. Loeb’s personal
funds. The exercisable options and warrants held by Mr. Loeb were awarded at various times to Mr. Loeb by Acorn Energy, Inc.,
as compensation for his service as the company’s President and CEO. Mr. Loeb purchased 461,589 shares in the Acorn Energy,
Inc. Rights Offering in June 2019 at the subscription price of $0.24 per share with his personal funds and, pursuant to the related
Rights Offering Backstop Agreement, PENSCO Trust Company Custodian FBO JAN LOEB IRA acquired 1,366,666 shares at $0.24 per share
with Loeb’s personal funds, and Leap Tide Capital Acorn LLC, of which Mr. Loeb is the sole manager, acquired 4,042,396 shares
at $0.24 per share with capital contributions of the members of the LLC.
Item
4. Purpose of Transaction.
The
shares beneficially owned by Leap Tide Capital Acorn LLC have been acquired for investment purposes. Leap Tide Capital Acorn LLC
may in the future acquire additional shares of Common Stock of Acorn Energy, Inc., and may dispose of all or a portion of the
Common Stock it beneficially owns in one or more open-market or privately-negotiated transactions.
The
shares beneficially owned by Mr. Loeb have been acquired for investment purposes. Mr. Loeb may in the future acquire additional
shares of Common Stock of Acorn Energy, Inc., and may dispose of all or a portion of the Common Stock he beneficially owns in
one or more open-market or privately-negotiated transactions.
CUSIP
No. 004848107
|
13D
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Page
4 of 5 Pages
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Item
5. Interest in Securities of the Issuer.
Leap
Tide Capital Acorn LLC beneficially owns 4,372,017 shares, representing 11.0% of the total shares outstanding, of Common Stock
of Acorn Energy, Inc. The sole manager of Leap Tide Capital Acorn LLC, with sole voting and dispositive power over the securities
held by such entity, is Jan H. Loeb. Mr. Loeb is the President, CEO and a Director of Acorn Energy, Inc.
Transactions
affecting Leap Tide Capital Acorn LLC’s beneficial ownership of Acorn Energy, Inc., Common Stock during the past 60 days
are as follows:
1.
Leap Tide Capital Acorn LLC purchased
4,042,396
shares on 6/28/19 at the subscription
price of $0.24 per share pursuant to the Rights Offering Backstop Agreement in the Acorn Energy, Inc. Rights Offering; and
2. Leap Tide Capital
Acorn LLC acquired 329,621 shares from Jan H. Loeb on 6/28/19 as part of his capital contribution to the LLC.
Mr.
Loeb beneficially owns, and has sole voting and dispositive power with respect to, 7,445,521 shares, representing 18.76% of the
total shares outstanding, of Common Stock of Acorn Energy, Inc. Mr. Loeb’s beneficial holdings include 1,611,422 issued
and outstanding shares held by him directly, 1,366,666 shares held by PENSCO Trust Company Custodian FBO JAN LOEB IRA, 4,372,017
shares held by Leap Tide Capital Acorn LLC, 60,416 shares underlying currently exercisable options held by Mr. Loeb, and 35,000
currently exercisable warrants held by Leap Tide Capital Management LLC. Mr. Loeb is the sole manager of each of Leap Tide Capital
Acorn LLC and Leap Tide Capital Management LLC, with sole voting and dispositive power over the securities held by such entities.
Mr. Loeb disclaims beneficial ownership of the securities held by Leap Tide Capital Acorn LLC and Leap Tide Capital Management
LLC except to the extent of his pecuniary interest therein.
Transactions
affecting Mr. Loeb’s beneficial ownership of Acorn Energy, Inc., Common Stock during the past 60 days are as follows:
1.
Mr. Loeb purchased 461,589 shares on 6/24/19 at the subscription price of $0.24 per share in the Acorn Energy, Inc. Rights Offering;
2.
PENSCO Trust Company Custodian FBO JAN LOEB IRA acquired 1,366,666 shares at $0.24 per share on 6/28/19 pursuant to the Rights
Offering Backstop Agreement; and
3.
Leap Tide Capital Acorn LLC, of which Mr. Loeb is the sole manager, acquired 4,042,396 shares at $0.24 per share on 6/28/19 pursuant
to the Rights Offering Backstop Agreement.
No
other person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds of the sale of,
any of the Common Stock of Acorn Energy, Inc., beneficially owned by Leap Tide Capital Acorn LLC or Mr. Loeb.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item
7. Material to Be Filed as Exhibits.
None.
CUSIP
No. 004848107
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13D
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Page
5 of 5 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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LEAP TIDE CAPITAL ACORN LLC
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By:
/s/
Jan H. Loeb
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Jan H. Loeb, Manager
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July 8, 2019
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