Statement of Ownership (sc 13g)
12 Abril 2018 - 7:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)
and
(d) and Amendments Thereto Filed Pursuant to Rule 13d-2
(AMENDMENT
NO. ___)*
Cool
Technologies, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value
(Title
of Class of Securities)
404273104
(CUSIP
Number)
April
10, 2018
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule
13d-1 (b)
☒
Rule
13d-1 (c)
☐
Rule
13d-1 (d)
*
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 the disclosures provided
in a prior cover page.
The
information required in 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).
(Continued
on following pages)
Page
1 of 7 Pages
CUSIP
No. 404273104
|
13G
|
Page
2 of 7 Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gemini
Special Opportunities Fund, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
9,603,662
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
9,603,662
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,603,662
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
* ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
|
12
|
TYPE
OF REPORTING PERSON
*
PN
|
|
|
|
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 404273104
|
13G
|
Page
3 of 7 Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gemini
Strategies, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
9,603,662
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
9,603,662
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,603,662
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
* ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
|
12
|
TYPE
OF REPORTING PERSON
*
CO
|
|
|
|
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 404273104
|
13G
|
Page
4 of 7 Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven
Winters
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
9,603,662
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
9,603,662
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,603,662
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
* ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
|
12
|
TYPE
OF REPORTING PERSON
*
IN
|
|
|
|
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 404273104
|
13G
|
Page
5 of 7 Pages
|
Item
1(a).
|
Name
of Issuer:
|
Cool
Technologies, Inc.
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
8875
Hidden River Parkway, Suite 300, Tampa, Florida 33637
Item
2(a).
|
Name
of Persons Filing:
|
Gemini
Special Opportunities Fund, L.P.
Gemini
Strategies, Inc.
Steven
Winters
All
of the securities covered by this report are owned directly by Gemini Special Opportunities Fund, L.P. Gemini Strategies, Inc.
is the investment manager of Gemini Special Opportunities Fund, L.P., and Steven Winters is the president of Gemini Strategies,
Inc. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that either Gemini Strategies,
Inc. or Steven Winters is the beneficial owner of any of the securities covered by this statement, and each of Gemini Strategies,
Inc. and Steven Winters expressly disclaims any equitable or beneficial ownership of such securities.
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
Address
for all filers:
c/o
Gemini Strategies, Inc.
6119
La Granada, Suite A-1
Rancho
Santa Fe, CA 92067
Gemini
Special Opportunities Fund, L.P. was organized under the laws of the State of Delaware.
Gemini
Strategies, Inc. was formed under the laws of the State of California.
Steven
Winters is a United States citizen.
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, $0.001 par value
404273104
Item
3.
|
If
this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not
Applicable
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a)
|
Amount Beneficially Owned: 9,603,662 shares.
|
|
|
|
|
(b)
|
Percent of Class: 5.9%
|
CUSIP
No. 404273104
|
13G
|
Page
6 of 7 Pages
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
sole
power to vote or to direct the vote: 0
|
|
(ii)
|
shared
power to vote or to direct the vote: 9,603,662
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 9,603,662
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person:
|
Not
Applicable
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company of Control
Person:
|
Not
Applicable
Item
8.
|
Identification
and Classification of Members of the Group:
|
Not
Applicable
Item
9.
|
Notice
of Dissolution of Group:
|
Not
Applicable
By
signing below the undersigned certify that, to the best of its/his knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP
No. 404273104
|
13G
|
Page
7 of 7 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
|
April 12, 2018
|
|
|
|
GEMINI
SPECIAL OPPORTUNITIES FUND, L.P.
|
|
|
|
|
|
By:
|
GEMINI STRATEGIES, INC.,
as investment manager
|
|
|
|
|
|
|
By:
|
/s/
Steven Winters
|
|
|
Name:
|
Steven
Winters
|
|
|
Title:
|
President
|
|
|
|
|
|
GEMINI STRATEGIES, INC.
|
|
|
|
|
|
By:
|
/s/ Steven Winters
|
|
Name:
|
Steven Winters
|
|
Title:
|
President
|
|
|
|
|
|
/s/ Steven Winters
|
|
Steven Winters
|
Attention:
Intentional misstatements or omissions of fact
constitute
Federal criminal violations
(
see
18 U.S.C. 1001).
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