Filing Details
- Accession Number:
- 0000892712-16-002027
- Form Type:
- 13D Filing
- Publication Date:
- 2016-12-05 12:59:51
- Filed By:
- Calm Waters Partnership
- Company:
- Electronic Cigarettes International Group Ltd. (OTCMKTS:ECIG)
- Filing Date:
- 2016-12-05
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Calm Waters Partnership 39-6 | 0 | 441,268,561 | 0 | 441,268,561 | 441,268,561 | 74.4% |
| Richard S. Strong | 0 | 441,268,561 | 0 | 441,268,561 | 441,268,561 | 74.4% |
| Walter H. Morris | 1,991,384 | 0 | 1,991,384 | 0 | 1,991,384 | 1.7% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Electronic Cigarettes International Group, Ltd.
(Name of Issuer)
Common Stock
Par Value $0.001 per Share
(Title of Class of Securities)
285560207
(CUSIP Number)
Dennis F. Connolly
Godfrey & Kahn, S.C.
833 E. Michigan Street, Suite 1800
Milwaukee, Wisconsin 53202
(414) 273-3500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf of Filing Persons)
_______________________________
December 1, 2016
(Date of Event which Requires Filing of this Statement)
If the filing 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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 persons 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).
CUSIP No. 285560207
1. | NAME OF REPORTING PERSON Calm Waters Partnership | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 1(a) o (b) x | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS PF | ||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin | ||
NUMBER OF | 7. | SOLE VOTING POWER 0 shares | |
8. | SHARED VOTING POWER 441,268,561 shares1 | ||
9. | SOLE DISPOSITIVE POWER 0 shares | ||
10. | SHARED DISPOSITIVE POWER 441,268,561 shares1 | ||
11. | 1AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 441,268,561 shares1 | ||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ N/A | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 74.4%2 | ||
14. | TYPE OF REPORTING PERSON PN | ||
___________________________
1 | Includes currently exercisable warrants for 343,382,429 shares of common stock and 57,708,919 shares of common stock issuable upon conversion of convertible notes of the Company in the aggregate principal amount of $8,449,425.85. |
2 | The Company currently has 300,000,000 shares of Common Stock authorized for issuance and had 116,829,794 shares of Common Stock issued and outstanding as of December 1, 2016. The Reporting Person has the right to acquire a number of shares in excess of the number of shares of Common Stock remaining available for issuance. This percent assumes the Reporting Person acquires the remaining authorized shares available for issuance. |
2
1. | NAME OF REPORTING PERSON Richard S. Strong | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 1(a) ¨ (b) x | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS AF | ||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
NUMBER OF | 7. | SOLE VOTING POWER 0 shares | |
8. | SHARED VOTING POWER 441,268,561 shares1 | ||
9. | SOLE DISPOSITIVE POWER 0 shares | ||
10. | SHARED DISPOSITIVE POWER 441,268,561 shares1 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 441,268,561 shares1 | ||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ N/A | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 74.4%2 | ||
14. | TYPE OF REPORTING PERSON IN | ||
___________________________
1 | Includes currently exercisable warrants for 343,382,429 shares of common stock and 57,708,919 shares of common stock issuable upon conversion of convertible notes of the Company in the aggregate principal amount of $8,449,425.85. |
2 | The Company currently has 300,000,000 shares of Common Stock authorized for issuance and had 116,829,794 shares of Common Stock issued and outstanding as of December 1, 2016. The Reporting Person has the right to acquire a number of shares in excess of the number of shares of Common Stock remaining available for issuance. This percent assumes the Reporting Person acquires the remaining authorized shares available for issuance. |
3
1. | NAME OF REPORTING PERSON Walter H. Morris | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2(a) ¨ (b) x | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS PF | ||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
NUMBER OF | 7. | SOLE VOTING POWER 1,991,384 shares | |
8. | SHARED VOTING POWER 0 shares | ||
9. | SOLE DISPOSITIVE POWER 1,991,384 shares | ||
10. | SHARED DISPOSITIVE POWER 0 shares | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,991,384 shares | ||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ N/A | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% | ||
14. | TYPE OF REPORTING PERSON IN | ||
4
Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 5 to Schedule 13D shall have the meaning ascribed to them in the Original Schedule 13D filed on July 15, 2016 (the Original Schedule 13D). All disclosure for items contained in the Original Schedule 13D where no new information is provided for such item in this Amendment No. 5 to Schedule 13D is incorporated herein by this reference.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is supplemented with the following:
On December 1, 2016, Calm Waters was entitled to receive 352,059 shares of Common Stock at $0.08 per share in lieu of $28,164.75 of cash interest due under the convertible notes. The shares were issued on December 1, 2016. As a result of these issuances, Calm Waters and Mr. Strong had beneficial ownership of an aggregate of 441,268,561 shares of Common Stock.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 1, 2016 | /s/ Richard S. Strong |
Richard S. Strong | |
|
|
Dated: December 1, 2016 | CALM WATERS PARTNERSHIP /s/ Richard S. Strong |
Richard S. Strong | |
|
|
Dated: December 1, 2016 | /s/ Walter H. Morris |
Walter H. Morris |
6