- Amended Statement of Beneficial Ownership (SC 13D/A)
24 Marzo 2010 - 6:39AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 3)
Under
the Securities Exchange Act of 1934
Helix
Wind, Corp.
(Name
of Issuer)
Common
Stock, par value $.0001 per share
(Title
of Class of Securities)
42331P106
(CUSIP
Number)
Joseph
P. Bartlett
The
Law Offices of Joseph P. Bartlett, A Professional Corporation
17050
Sunset Blvd., # D
Pacific
Palisades, CA 90272
(310)
584-1234
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications)
February
16, 2010
(Date
of Event which Requires Filing of this Statement)
If the
reporting person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Section 240.13d-7(b) for other
parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
|
(1)
|
Name
of Reporting Person
|
|
|
S.S.
or I.R.S. Identification No. of Above
Person
|
David
Gelbaum, Trustee, The Quercus Trust
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(A)
|
x
o
|
|
(4)
|
Source
of Funds (See Instructions)
|
PF
|
(5)
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to
Items
2(d) or 2(e)
|
|
o
|
|
(6)
|
Citizenship
or Place of Organization
|
U.S.
|
Beneficially
Owned
|
2,197,257
|
by Each Reporting
|
Person
With
|
(9)
|
Sole
Dispositive Power
|
|
|
(10)
|
Shared
Dispositive Power
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
o
|
|
(13)
|
Percent
of Class Represented by Amount in Row
(11)
|
|
(14)
|
Type
of Reporting Person (See
Instructions)
|
___________________
(1) Calculated
in accordance with Rule 13D. See Item 5(a) for a more detailed
explanation.
CUSIP No. 42331P106
|
(1)
|
Name
of Reporting Person
|
|
|
S.S.
or I.R.S. Identification No. of Above
Person
|
Monica
Chavez Gelbaum, Trustee, The Quercus Trust
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(A)
|
x
o
|
|
(4)
|
Source
of Funds (See Instructions)
|
PF
|
(5)
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to
Items
2(d) or 2(e)
|
|
o
|
|
(6)
|
Citizenship
or Place of Organization
|
U.S.
|
Beneficially
Owned
|
2,197,257
|
by Each Reporting
|
Person
With
|
(9)
|
Sole
Dispositive Power
|
|
|
(10)
|
Shared
Dispositive Power
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
o
|
|
(13)
|
Percent
of Class Represented by Amount in Row
(11)
|
|
(14)
|
Type
of Reporting Person (See
Instructions)
|
___________________
(1) Calculated
in accordance with Rule 13D. See Item 5(a) for a more detailed
explanation.
|
(1)
|
Name
of Reporting Person
|
|
|
S.S.
or I.R.S. Identification No. of Above
Person
|
The
Quercus Trust
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(A)
|
x
o
|
|
(4)
|
Source
of Funds (See Instructions)
|
PF
|
(5)
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to
Items
2(d) or 2(e)
|
|
o
|
|
(6)
|
Citizenship
or Place of Organization
|
U.S.
|
Beneficially
Owned
|
2,197,257
|
by Each Reporting
|
Person
With
|
(9)
|
Sole
Dispositive Power
|
|
|
(10)
|
Shared
Dispositive Power
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
o
|
|
(13)
|
Percent
of Class Represented by Amount in Row
(11)
|
|
(14)
|
Type
of Reporting Person (See
Instructions)
|
___________________
(1) Calculated
in accordance with Rule 13D. See Item 5(a) for a more detailed
explanation.
CUSIP No.
42331P106
Item
1.
This Amendment No. 3 to Schedule 13D
(this “Amendment No. 3”) amends and restates, where indicated, the statement on
the initial Schedule 13D relating to the Common Stock of the Issuer filed by The
Quercus Trust, David Gelbaum and Monica Chavez Gelbaum (the “Reporting Persons”)
with the Securities and Exchange Commission on June 16, 2009 and prior
amendments thereto (the “Prior Schedules”). Capitalized terms used in
this Amendment No. 3 but not otherwise defined herein have the meanings given to
them in the Prior Schedules. Except as otherwise set forth herein,
this Amendment No. 3 does not modify any of the information previously reported
by the Reporting Persons in the Prior Schedules.
|
Item
5.
|
Interest
in Securities of the Issuer
|
(a)
As of the
date of this Amendment No. 3, the Reporting Persons beneficially own 2,197,257
shares of Common Stock. This represents a sum of the
following:
(i)
40,812
shares of Common Stock;
(ii)
2,156,445
shares of Common Stock underlying currently exercisable warrants held by the
Reporting Persons.
The foregoing represents a beneficial
ownership of 5.4% of the shares of Common Stock (based on 38,694,333 shares of
Common Stock outstanding, as reported on the Issuer’s Form 10-Q filed with the
Securities and Exchange Commission on 11/19/2010, and after giving dilutive
effect to the exercise of the warrants of the Reporting Persons, in accordance
with Rule 13D).
(b)
The
Reporting Persons have shared voting and dispositive power with respect to
2,197,257 shares of Common Stock. Each of David Gelbaum and Monica
Chavez Gelbaum, acting alone, has the power to exercise voting and investment
control over shares of Common Stock beneficially owned by the
Trust.
(c)
Pursuant
to that certain Purchase Agreement dated February 11, 2010 (the “February
Purchase Agreement”), which became effective as of February 16, 2010, the
Reporting Persons agreed to sell to a private purchaser 600,000 free trading
shares of common stock of the Issuer (the
“
February
Shares
”
),
with the February Shares being delivered via DTC to the purchaser and with the
purchase price being set and paid two days after the February Shares clear DTC
(as defined as being free of any restriction of any kind including by DTC, the
Issuer, the transfer agent and the Reporting Persons' brokerage and clearing
firms) and being 65% of the lowest closing bid price for the five days preceding
the date the February Shares clear DTC, ending with the day the February Shares
clear DTC. On March 17, 2010, the placement agent for the February
Purchase Agreement informed the Reporting Persons that the purchase price for
the February Shares was determined to be $0.104 per share of common
stock. A copy of the February Purchase Agreement is attached as an
exhibit to Amendment No. 1 to Schedule 13D filed by the Reporting Persons with
the SEC on February 18, 2010.
Pursuant
to that certain Purchase Agreement dated March 4, 2010 (the “March Purchase
Agreement”), the Reporting Persons agreed to sell to the same private purchaser
620,000 free trading shares of common stock of the Issuer (the
“
March Shares
”
), with the March
Shares being delivered to the purchaser and the purchase price being set and
paid in the same manner as that of the February Shares. On March 17,
2010, the placement agent for the March Purchase Agreement informed the
Reporting Persons that the purchase price for the March Shares was determined to
be $0.1092 per share of common stock. A copy of the March Purchase
Agreement is attached as an exhibit to Amendment No. 2 to Schedule 13D filed by
the Reporting Persons with the SEC on March 9, 2010.
CUSIP No. 42331P106
(d)
Not
applicable.
(e)
Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships
With
|
Respect to Securities of the
Issuer
Pursuant to the Power of Attorney filed
as Exhibit “B” to Amendment No. 3 to Schedule 13D filed on August 24, 2007 with
respect to the issuer Emcore Corp., David Gelbaum has been appointed as Monica
Chavez Gelbaum’s Attorney-In-Fact.
|
Item
7.
|
Material
to Be Filed as Exhibits
|
Exhibit
A: Agreement Regarding Joint Filing of Amendment No. 3 to Schedule
13D.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct and agrees that this statement may be filed jointly with
the other undersigned parties.
|
Dated: March
23, 2010
|
/s/ David
Gelbaum
|
|
|
|
David Gelbaum,
Co-Trustee of The Quercus Trust
|
|
|
|
|
|
|
|
/s/ David Gelbaum,
as Attorney-In-Fact for Monica Chavez Gelbaum
|
|
|
|
Monica Chavez
Gelbaum, Co-Trustee of The Quercus Trust
|
|
|
|
|
|
|
|
/s/ David
Gelbaum
|
|
|
|
The Quercus Trust,
David Gelbaum, Co-Trustee of The Quercus Trust
|
|
Exhibit
A
Agreement Regarding Joint
Filing of Amendment No. 3 to Schedule 13D
The
undersigned agree that this Amendment No. 3 to Schedule 13D with respect to the
Common Stock of Helix Wind, Corp. is a joint filing being made on their
behalf.
|
Dated: March
23, 2010
|
/s/ David
Gelbaum
|
|
|
|
David Gelbaum,
Co-Trustee of The Quercus Trust
|
|
|
|
|
|
|
|
/s/ David Gelbaum,
as Attorney-In-Fact for Monica Chavez Gelbaum
|
|
|
|
Monica Chavez
Gelbaum, Co-Trustee of The Quercus Trust
|
|
|
|
|
|
|
|
/s/ David
Gelbaum
|
|
|
|
The Quercus Trust,
David Gelbaum, Co-Trustee of The Quercus Trust
|
|
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