FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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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
                      

1. Name and Address of Reporting Person *

ARENS GEOFFREY W

2. Issuer Name and Ticker or Trading Symbol

VISCOUNT SYSTEMS INC [VSYS]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

C/O DENDERA CAPITAL FUND LP,  1345 AVENUE OF THE AMERICAS, 2ND FLOOR

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2015 
(Street)

NEW YORK, NY 10105

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock   12/23/2015     A4   500000   (1) A   (1) 1861111   D    

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY) 		7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Redeemable Preferred Stock   $0.04   (2) 3/31/2015     J4   (3) 4       3/31/2015     (4) Common Stock, Senior Secured Convertible Notes   22779   (5)   (3) 204   I   By Dendera Capital Fund LP   (6)
Series A Convertible Redeemable Preferred Stock   $0.02   (2) 6/30/2015     J4   (3) 4.125       6/30/2015     (4) Common Stock, Senior Secured Convertible Notes   51546.424   (5)   (3) 208.125   I   By Dendera Capital Fund LP   (6)
Series A Convertible Redeemable Preferred Stock   $0.01   (2) 9/30/2015     J4   (3) 4.255       9/30/2015     (4) Common Stock, Senior Secured Convertible Notes   70921.974   (5)   (3) 212.38   I   By Dendera Capital Fund LP   (6)
Series A Convertible Redeemable Preferred Stock   $0.016   11/3/2015     C4      213.937    11/3/2015     (4) Common Stock, Senior Secured Convertible Notes     $2025.13   (7) 0   (8) I   By Dendera Capital Fund LP   (6)
Series A Note   $0.009   (9) 11/3/2015     C4   2   (10)      11/3/2015     (11) Common Stock   81827327   (12)   (8) 2   (10) I   By Dendera Capital Fund LP   (6)
Series B Note   $0.009   (9) 11/3/2015     P4   1   (13)      11/3/2015     (11) Common Stock   22590150   (12) $270000   1   (13) I   By Dendera Capital Fund LP   (6)

Explanation of Responses:
( 1)  Restricted common stock of the issuer granted to the reporting person for $0 as approved by the issuer's compensation committee. The common stock shall fully vest one year from the date of grant.
( 2)  The conversion price of the Series A Convertible Redeemable Preferred Stock of the Company (the "A Shares") is subject to adjustment as provided in that certain Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of Viscount Systems, Inc. (the "Certificate of Designation"), dated as of June 5, 2012, as amended from time to time.
( 3)  Dividends issued to the reporting person pursuant to the Certificate of Designation.
( 4)  The A Shares have no expiration date.
( 5)  Each A Share, at each holder's option, could be convertible into either common stock or senior secured convertible notes of the issuer subject to the terms contained in the Certificate of Designation and that certain Consent by Series A Holders, dated as of February 24, 2014. The number of shares reported represent the number of shares of common stock of the issuer that would be issued to the reporting person upon conversion of 1 A Share.
( 6)  The reporting person is the Managing Partner of and 100% interest holder of Dendera Capital Fund LP ("Dendera").
( 7)  On November 24, 2015, 213.937 A Shares were converted by the reporting person into two 14% Senior Secured Convertible Demand Promissory A Notes (the "Series A Notes"). The price reported represents the portion of the original principal amount to be paid to the holder of the Series A Notes after conversion of 1 A Share.
( 8)  On November 24, 2015, in exchange for conversion of the outstanding 213.937 A shares held by the reporting person as of such date, the issuer issued to Dendera the Series A Notes.
( 9)  The conversion price of each of the Series A Notes and the 14% Senior Secured Convertible Demand Promissory B Note (the "Series B Note") is subject to adjustment upon issuance of certain dividends and distributions, reorganization, consolidation or merger, stock splits, and issuance by the issuer of a security at a lower price than each such conversion price.
( 10)  Upon conversion of the A Shares, the reporting person was issued Series A Notes in the aggregate original principal amount of $433,251.
( 11)  Each of the Series A Notes and Series B Note may be converted (subject to certain beneficial ownership limitations), at the option of the holder at any time and from time to time, into shares of common stock of the issuer.
( 12)  Pursuant to each of the Series A Notes and Series B Note, the reporting person shall not convert each Series A Note or Series B Note if such conversion results in the reporting person beneficially owning more than (i) 4.99% of the issuer's outstanding common stock and (ii) 9.99% of the issuer's outstanding common stock. The holder has the option to waive either of these limitations upon 61 days' notice to the issuer.
( 13)  In connection with a financing for general company purposes, including, but not limited to, working capital and operating expenses, the reporting person was issued a Series B Note in the original principal amount of $110,000.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ARENS GEOFFREY W
C/O DENDERA CAPITAL FUND LP
1345 AVENUE OF THE AMERICAS, 2ND FLOOR
NEW YORK, NY 10105 		X X


Signatures
/s/ Geoffrey W. Arens 2/18/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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