FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ X ] 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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OMB Number: 3235-0362
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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 *

SIEGEL NED L

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                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Chairman of the Board

(Last)          (First)          (Middle)

3835 N.W. BOCA RATON BLVD., SUITE 200

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

BOCA RATON, FL 33431

(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       3         625855   (1) D    
Common Stock   12/12/2014     P4   80645   A $5052.18   706500   (2) D    
Common Stock   12/22/2014     P4   110000   A $9955.75   816500   (3) D    
Common Stock   2/18/2015     J4   (4) 15950   A $1054.22   832450   D    
Common Stock   12/23/2015     A4   1000000   A   (5) 1832450   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
Warrant   $0.20       3         3/11/2014   3/11/2019   Common Stock   277777   (1)   277777   D    
Warrant   $0.09       3         4/4/2014   4/4/2017   Common Stock   250000   (1)   527777   D    
Warrant   $0.09   4/14/2014     A4   250000       4/14/2014   4/14/2017   Common Stock   250000     (6) 777777   D    
Warrant   $0.14   3/6/2015     J4   (7) 7975       3/6/2015   3/6/2020   Common Stock   7975     (7) 785752   D    

Explanation of Responses:
( 1)  Represents the amount of securities of the issuer held by the reporting person as of April 4, 2014, the date on which the reporting person was appointed to the board of directors of the issuer.
( 2)  The common stock of the issuer (the "Common Stock") purchased by the reporting person is being reported herein to amend the amount of Common Stock beneficially owned as listed in the reporting person's Form 4 filed with the U.S. Securities and Exchange Commission (the "SEC") on December 12, 2014.
( 3)  The Common Stock purchased by the reporting person is being reported herein to amend the amount of Common Stock beneficially owned as listed in the reporting person's Form 4 filed with the SEC on December 23, 2014.
( 4)  Common Stock issued to the reporting person in connection with a private placement conducted by the issuer as reported in the issuer's Current Report on Form 8-K ("Form 8-K") filed with the U.S. Securities and Exchange Commission (the "SEC") on January 21, 2015.
( 5)  Restricted Common Stock 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.
( 6)  Warrants to purchase shares of Common Stock granted by the issuer to the reporting person for serving as a director of the issuer pursuant to a compensation warrant agreement between the reporting person and the issuer.
( 7)  On February 18, 2015, pursuant to the private placement reported in the issuer's Form 8-K filed with the SEC on January 21, 2015, the reporting person purchased 15,950 shares of Common Stock listed above and this warrant to purchase 7,975 shares of Common Stock for no additional consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SIEGEL NED L
3835 N.W. BOCA RATON BLVD., SUITE 200
BOCA RATON, FL 33431
X

Chairman of the Board

Signatures
/s/ Ned L. Sigel 2/19/2016
** 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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