(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)
x 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).
I.R.S.
Identification Nos. of above persons (entities only)
VCAF GP,
LLC
2.
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(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
See
Item 4
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
See
Item 4
9.
Aggregate
Amount Beneficially Owned by Each Reporting
Person
See Item
4
10.
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
11.
Percent
of Class Represented by Amount in Row
(9)
See Item
4
12.
Type
of Reporting Person (See
Instructions)
OO
Page 6 of
10
Item
1.
(a)
The
name of the issuer is PepperBall Technologies, Inc. (the “Issuer”).
(b)
The
principal executive offices of the Issuer are located at 6142 Nancy Ridge
Drive, Suite 101, San Diego, CA92121.
Item
2.
(a)
This
Statement is being filed by (i) Vision Opportunity Master Fund, Ltd., a
Cayman Islands company (the “Master Fund”), (ii)
Vision Capital Advisors, LLC, a Delaware limited liability company (the
“Investment
Manager”), (iii) Vision Capital Advantage Fund, L.P., a Delaware
limited partnership (“VCAF”; and together
with the Master Fund, the “Funds”), (iv) VCAF GP,
LLC, a Delaware limited liability company (“VCAF GP”), which serves
as the general partner of VCAF, and (v) Adam Benowitz, the Managing Member
of the Investment Manager (all of the foregoing, collectively, the “Filers”). Each
of the Funds is a private investment vehicle engaged in investing and
trading in a wide variety of securities and financial instruments for its
own account. The Funds directly beneficially own all of the
shares reported in this Statement. Mr. Benowitz and the
Investment Manager (and VCAF GP, with respect to the shares owned by VCAF)
may be deemed to share with the Master Fund and VCAF voting and
dispositive power with respect to such shares. Each Filer disclaims
beneficial ownership with respect to any shares other than those
beneficially owned directly by such
Filer.
(b)
The
principal business office of the Master Fund
is:
c/o Ogier
Fiduciary Services (Cayman) Limited
P.O. Box
1234
113 South
Church Street
Queensgate
House
Grand
Cayman KY1-1108
Cayman
Islands
The
principal business office of each of VCAF, VCAF GP, the Investment Manager and
Mr. Benowitz is:
For
citizenship information see Item 4 of the cover page of each
Filer.
(d)
This
Statement relates to the Common Stock, no par value per share, of the
Issuer (the “Common
Stock”).
(e)
The
CUSIP Number of the Common Stock is listed on the cover pages
hereto.
Page 7 of
10
Item
3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a)
¨
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b)
¨
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c)
¨
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d)
¨
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
(e)
¨
An
investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f)
¨
An
employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g)
¨
A
parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h)
¨
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.
1813);
(i)
¨
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
(j)
¨
Group,
in accordance with
240.13d-1(b)(1)(ii)(J).
Not
applicable.
Item
4. Ownership.
As of
December 31, 2009, the Master Fund and VCAF collectively (i) owned 243,365
shares of Common Stock, (ii) had the ability to acquire an additional 1,164,872
shares of Common Stock within 60 days through the exercise or conversion of
derivative securities, and (iii) thus beneficially owned 1,408,237 shares of
Common Stock, representing 9.99% of all of the outstanding shares of Common
Stock.
The
forgoing is based on 12,931,597 shares of Common Stock outstanding as of
November 18, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q
filed on November 19, 2008.
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 person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following: o
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.
Not
applicable.
Item
8. Identification and Classification of Members of the
Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Page 8 of
10
Item
10. Certification.
(a) Not
applicable.
(b)
By
signing below I certify that, to the best of my 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 the 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.
Page 9 of
10
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.
