China Solar & Clean Energy Solutions, Inc. - Initial Statement of Beneficial Ownership (3)
June 12 2008 - 4:55PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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February 28, 2011
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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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1. Name and Address of Reporting Person
*
ARDSLEY ADVISORY PARTNERS
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/29/2008
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3. Issuer Name
and
Ticker or Trading Symbol
China Solar & Clean Energy Solutions, Inc. [CSEHF]
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(Last)
(First)
(Middle)
262 HARBOR DRIVE, 4TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
STAMFORD, CT 06902
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, $0.001 par value ("Common Stock")
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1666500
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I
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See Footnotes
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Ardsley Partners Fund II, L.P. ("Ardsley") and Ardsley Partners Institutional Fund, L.P. ("Ardsley Institutional") are each a
Delaware limited partnership located at c/o Ardsley Partners I, 262 Harbor Drive, Stamford, Ct. 06902. Ardsley II directly
holds 1,110,000 shares of Common Stock and immediately exercisable warrants for 277,500 shares of Common Stock and Ardsley
Institutional directly holds 740,000 shares of Common Stock and immediately exercisable warrants for 185,000 shares of
Common Stock. Ardsley Offshore Fund, Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), directly holds
720,000 shares of Common Stock and immediately exercisable warrants for 180,000 shares of Common Stock, and Marion Lynton
('Lynton") holds 28,500 shares of Common Stock and immediately exercisable warrants for 7,125 shares of Common Stock.
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(
2)
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Ardsley Advisory Partners, a New York general partnership ("Ardsley") serves as investment manager to, and has investment
discretion over the securities held by Ardsley Offshore and the Lynton Account, and serves as investment adviser to Ardsley
II and Ardsley Institutional. Phillip J. Hempleman and Ardsley Partners I, a New York general partnership ("Ardsley
Partners") serve as the general partners of Ardsley II and Ardsley Institutional. Ardsley Partners also serves as the
general partner of Ardsley. Philip J. Hempleman, Ardsley and Ardsley Partners each disclaim any beneficial ownership of any
of the Issuer's securities to which this Form 3 relates for the purposes of Section 16 of the Securities Exchange Act of
1934, as amended, except as to such securities in which each such person may be deemed to have an indirect pecuniary
interest pursuant to Rule 16a-1(a)(2).
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Remarks:
* Evidence of Power of Attorney was submitted with the Schedule 13G files by Ardsley Advisory Partners on February 14, 2006
(Acc-no: 0000902664-06-000895) and is incorporated by reference herein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ARDSLEY ADVISORY PARTNERS
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902
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X
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Signatures
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ARDSLEY PARTNERS FUND II, L.P., By: ARDSLEY PARTNERS I, GENERAL PARTNER, By: /s/ Steve Napoli, General Partner
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6/12/2008
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**
Signature of Reporting Person
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Date
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ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P., By: ARDSLEY PARTNERS I, GENERAL PARTNER, By: /s/ Steve Napoli, General Partner
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6/12/2008
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**
Signature of Reporting Person
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Date
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ARDSLEY OFFSHORE FUND LTD., By: /s/ Neil Glass, Vice President
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6/12/2008
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**
Signature of Reporting Person
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Date
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ARDSLEY ADVISORY PARTNERS, By: ARDSLEY PARTNERS I, GENERAL PARTNER, By: /s/ Steve Napoli, General Partner
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6/12/2008
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**
Signature of Reporting Person
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Date
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ARDSLEY PARTNERS I, By: /s/ Steve Napoli, General Partner
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6/12/2008
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**
Signature of Reporting Person
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Date
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PHILIP J. HEMPLEMAN, INDIVIDUALLY, By: /s/ Steve Napoli*, As attorney in fact for Philip J. Hempleman
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6/12/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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