SEC Filing - Energous Corporation

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DIALOG SEMICONDUCTOR PLC

(Last)

(First)

(Middle)

100 LONGWATER AVENUE, GREEN PARK

(Street)

READING

RG2 6GP

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2017

3. Issuer Name and Ticker or Trading Symbol
Energous Corp [ WATT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.00001 par value per share	1,739,691	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)	05/10/2017	11/09/2019	Common Stock, $0.00001 par value per share	763,552⁽¹⁾⁽²⁾	17.0257	D
Warrant (right to buy)	01/06/2018	07/05/2020	Common Stock, $0.00001 par value per share	654,013⁽³⁾	19.9766	D

Explanation of Responses:

1. Reflects warrants acquired by Dialog Semiconductor plc ("Dialog") pursuant to that certain Securities Purchase Agreement, dated November 9, 2016, by and between Dialog and Energous Corporation (the "Issuer").

2. The terms of such warrants provide that such warrants are required to be exercised on a net share settlement basis, such that the number of shares of common stock (the "Shares") to be delivered by the Issuer on the exercise of such warrant equals the quotient of (x) the product of the number of Shares as to which such warrant is being exercised and the difference between the market price of the Shares on the exercise date and the exercise price of the warrant and(y) the market price of the Shares on the exercise date (provided that if the calculation results in a negative number, no Shares are issuable upon exercise of the warrant). Dialog has included all Shares underlying such warrants, notwithstanding that such mandatory net share settlement terms preclude Dialog from receiving all underlying Shares on exercise of the warrant.

3. Reflects warrants acquired by Dialog pursuant to that certain Securities Purchase Agreement, dated June 28, 2017, by and between Dialog and the Issuer. The terms of such warrants provide that such warrants are required to be exercised on a net share settlement basis, such that the number of Shares to be delivered by the Issuer on the exercise of such warrant equals the quotient of (x) the product of the number of Shares as to which such warrant is being exercised and the difference between the market price of the Shares on the exercise date and the exercise price of the warrant and (y) the market price of the Shares on the exercise date (provided that if the calculation results in a negative number, no Shares are issuable upon exercise of the warrant). Dialog has included all Shares underlying such warrants, notwithstanding that such mandatory net share settlement terms preclude Dialog from receiving all underlying Shares on exercise of the warrant.

	/s/ Dr. Jalal Bagherli	07/10/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** 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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