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)
September 28, 2016
(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 Master Fund, Ltd. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | |
| 6 |
SHARED VOTING POWER
12,316,229 | ||
| 7 |
SOLE DISPOSITIVE POWER
0 | ||
| 8 |
SHARED DISPOSITIVE POWER
12,316,229 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,316,229 | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% | ||
| 12 |
TYPE OF REPORTING PERSON*
CO | ||
* 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
12,316,229 | ||
| 7 |
SOLE DISPOSITIVE POWER
0 | ||
| 8 |
SHARED DISPOSITIVE POWER
12,316,229 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,316,229 | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% | ||
| 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
12,316,229 | ||
| 7 |
SOLE DISPOSITIVE POWER
0 | ||
| 8 |
SHARED DISPOSITIVE POWER
12,316,229 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,316,229 | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% | ||
| 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 Master Fund, Ltd, Gemini Strategies Inc. Steven Winters
All of the securities covered by this report are owned directly by Gemini Master Fund, Ltd. Gemini Strategies Inc. is the investment manager of Gemini Master Fund, Ltd., 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., 619 South Vulcan Ave., Suite 203, Encinitas, CA 92024 |
| Item 2(c). | Citizenship: |
Gemini Master Fund, Ltd. was organized under the laws of the Cayman Islands. 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 |
| Item 2(e). | CUSIP Number: |
| 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 |
| Item 4. | Ownership: |
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: 12,316,229 shares of Common Stock as of October 10, 2016 based on 112,890,120 shares of Common Stock outstanding as of October 4, 2016 as reported by the Issuer’s transfer agent to the Reporting Persons, plus shares of Common Stock issued to Gemini Master Fund, Ltd. since such date. |
| (b) | Percent of Class: 9.9% |
| 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: 12,316,229 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) |
shared power to dispose or to direct the disposition of: 12,316,229 |
| 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 |
| Item 10. | Certification: |
| 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.
| October 10, 2016 | |||
| GEMINI MASTER FUND, LTD. | |||
| 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).