Page 4 of 7 – SEC Filing
CUSIP No. 87876P201 13D
THIS FILING IS AMENDMENT NO. 2 TO SCHEDULE 13D FOR WINCREST CAPITAL LTD. AND
BARBARA ANN BERNARD. THIS FILING IS AMENDMENT NO. 1 TO SCHEDULE 13D FOR
WINCREST CONTRARIA MASTER FUND LTD.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, $0.001
par value (the “Shares”) of Tecogen Inc. (the “Issuer”).
The address of the Issuer’s office is 45 First Avenue,
Waltham, Massachusetts 02451.
ITEM 2. IDENTITY AND BACKGROUND.
(a,f) This statement is being filed by (i) Wincrest Capital
Ltd. (“Wincrest”), a company incorporated with limited
liability in the Bahamas, which acts as investment
manager to Wincrest Contraria Master Fund Ltd.
(“Wincrest Contraria”), and whose director is Barbara
Ann Bernard, (ii) Barbara Ann Bernard, who is the
controlling shareholder and Chief Investment Officer of
Wincrest, and (iii) Wincrest Contraria, an exempted
company incorporated with limited liability under the
laws of the Cayman Islands, whose directors are
Barbara Ann Bernard, Frank Crothers, Joanne Bernard,
and Vikram Gandhi. Each of Wincrest, Bernard, and
Wincrest Contraria may be referred to herein as a
“Reporting Person and collectively may be referred to
as “Reporting Persons”).
(b) The principal business address of Wincrest and Bernard
is 7 Old Fort Bay Town Centre, Nassau, The Bahamas.
The principal business address of Wincrest Contraria
is c/o Elian Fiduciary Services (Cayman) Ltd.,
190 Elgin Avenue, P.O. Box KY1-9007, George Town,
Grand Cayman, Cayman Islands.
(c) Wincrest is an investment management firm that serves
as the investment adviser to certain private investment
funds, including Wincrest Contraria and Wincrest
Contraria. Bernard is a director of the controlling
shareholder and Chief Investment Officer of Wincrest.
Wincrest Contraria is an exempted company incorporated
with limited liability under the laws of the Cayman
Islands.
CUSIP No. 87876P201 13D
(d) None of the Reporting Persons have, during the last five
years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding were or are 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 violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof each of the Reporting Persons may be
deemed to beneficially own 0 Shares. The source of funds
used to purchase the Shares was the working capital of an
affiliate of Wincrest.
ITEM 4. PURPOSE OF TRANSACTION.
(a-j) The Reporting Persons had acquired their Shares of the
Issuer for investment. The Reporting Persons have no plans
or proposals as of the date of this filings which, related
to, or would result in, any of the actions enumerated in
Item 4 of the instructions to Schedule 13D.
The Reporting Persons reserve the right to be in contact
with members of the Issuer’s management, the members of
the Issuer’s Board of Directors, other significant
shareholders, and others regarding alternatives that the
Issuer could employ to increase shareholder value.
The Reporting Persons reserve the right to effect
transactions that would change the number of Shares they
may be deemed to beneficially own.
The Reporting Persons reserve the right to act in concert
with any other shareholders of the Issuer, or other
