Form 3 Silverman Joshua

3 - Initial statement of beneficial ownership of securities

Published: 2016-08-25 14:23:15
Submitted: 2016-08-25
Period Ending In: 2016-08-15
form307042007_08252016.html OWNERSHIP DOCUMENT


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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*
Silverman Joshua

(Last) (First) (Middle)
C/O PARKFIELD FUNDING LLC
205 EAST 42ND STREET - 20TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2016
3. Issuer Name and Ticker or Trading Symbol
WPCS INTERNATIONAL INC [ WPCS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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 259,931 I See footnote(1)
Common Stock 8,674 I See footnote(2)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series H Preferred Stock 06/30/2015 (3) Common Stock 97,000 1.54 I See footnote(1)
Series H-1 Preferred Stock 07/14/2015 (4) Common Stock 703,700 1.66 I See footnote(1)
Warrant (5) 07/14/2020 Common Stock 1,055,481 1.66 I See footnote(1)
Series H Preferred Stock 07/01/2015 (3) Common Stock 23,500 1.54 I See footnote(2)
Series H-1 Preferred Stock 07/14/2015 (4) Common Stock 54,100 1.66 I See footnote(2)
Warrant (5) 07/14/2020 Common Stock 81,190 1.66 I See footnote(2)
Explanation of Responses:
1. Securities are held indirectly through Iroquois Master Fund (the "Fund"). Mr. Silverman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
2. Securities are held indirectly through American Capital Management, LLC ("ACM"). Mr. Silverman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. Each share of Series H Preferred Stock is convertible into shares of Common Stock, equal to the stated value of $154 per share of Series H Preferred Stock divided by the conversion price of $1.54 per share, subject to adjustment, and has no expiration date.
4. Each share of Series H-1 Preferred Stock is convertible into shares of Common Stock, equal to the stated value of $166 per share of Series H-1 Preferred Stock divided by the conversion price of $1.66 per share, subject to adjustment, and has no expiration date.
5. Each Warrant allows the holder to acquire one share of Common Stock at an exercise price of $1.66 per share, subject to adjustment, within 5 years of the date of issuance.
/s/ Joshua Silverman 08/25/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
1
form307042007_08252016.xml OWNERSHIP DOCUMENT
Schema Version:
X0206
Document Type:
3
Period Of Report:
2016-08-15
No Securities Owned:
0

Issuer

Issuer Cik
0001086745
Issuer Name
WPCS INTERNATIONAL INC
Issuer Trading Symbol
WPCS

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001524858
Rpt Owner Name
Silverman Joshua

Reporting Owner Address

Rpt Owner Street1
C/O PARKFIELD FUNDING LLC
Rpt Owner Street2
205 EAST 42ND STREET - 20TH FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10017

Reporting Owner Relationship

Is Director
1
Is Officer
0
Is Ten Percent Owner
0
Is Other
0

Non Derivative Holding

Security Title
Common Stock
Shares Owned Following Transaction
259931

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See footnote
@attributes Id
F1
Security Title
Common Stock
Shares Owned Following Transaction
8674

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See footnote
@attributes Id
F2

Derivative Holding

Security Title
Series H Preferred Stock
Conversion Or Exercise Price
1.54
Exercise Date
2015-06-30
@attributes Id
F3

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
97000

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See footnote
@attributes Id
F1
Security Title
Series H-1 Preferred Stock
Conversion Or Exercise Price
1.66
Exercise Date
2015-07-14
@attributes Id
F4

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
703700

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See footnote
@attributes Id
F1
Security Title
Warrant
Conversion Or Exercise Price
1.66
@attributes Id
F5
Expiration Date
2020-07-14

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
1055481

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See footnote
@attributes Id
F1
Security Title
Series H Preferred Stock
Conversion Or Exercise Price
1.54
Exercise Date
2015-07-01
@attributes Id
F3

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
23500

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See footnote
@attributes Id
F2
Security Title
Series H-1 Preferred Stock
Conversion Or Exercise Price
1.66
Exercise Date
2015-07-14
@attributes Id
F4

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
54100

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See footnote
@attributes Id
F2
Security Title
Warrant
Conversion Or Exercise Price
1.66
@attributes Id
F5
Expiration Date
2020-07-14

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
81190

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See footnote
@attributes Id
F2

Footnote

0
Securities are held indirectly through Iroquois Master Fund (the "Fund"). Mr. Silverman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
1
Securities are held indirectly through American Capital Management, LLC ("ACM"). Mr. Silverman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
2
Each share of Series H Preferred Stock is convertible into shares of Common Stock, equal to the stated value of $154 per share of Series H Preferred Stock divided by the conversion price of $1.54 per share, subject to adjustment, and has no expiration date.
3
Each share of Series H-1 Preferred Stock is convertible into shares of Common Stock, equal to the stated value of $166 per share of Series H-1 Preferred Stock divided by the conversion price of $1.66 per share, subject to adjustment, and has no expiration date.
4
Each Warrant allows the holder to acquire one share of Common Stock at an exercise price of $1.66 per share, subject to adjustment, within 5 years of the date of issuance.

Owner Signature

Signature Name
/s/ Joshua Silverman
Signature Date
2016-08-25
Additional Files
FileSequenceDescriptionTypeSize
0000921895-16-005587.txt   Complete submission text file   13376
$WPCS

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