UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant (right to buy) (1) | 03/07/2007 | 03/07/2009(1) | Common Stock | 4,555,311 | $ 2.1 | I | By Subsidiary |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MORGAN STANLEY 1585 BROADWAY NEW YORK, NY 10036 |
 |  X |  |  |
By: Morgan Stanley, /s/ Dennine Bullard, Authorized Signatory | 03/03/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents rights to purchase common stock under a warrant entitling Morgan Stanley Wind LLC ("MS Wind") to purchase up to 8% of the common stock of Distributed Energy Systems Corp. ("DESC") on a fully diluted basis from time to time, including shares of common stock issuable upon the exercise of stock options, warrants and other convertible or exchangeable securities. MS Wind is not entitled to exercise the warrant if immediately following such exercise MS Wind's beneficial ownership (as calculated pursuant to Rule 13d-3) would exceed 19.9% of the outstanding shares of DESC. The expiration date of the warrant is March 7, 2009 unless the fair market value of the common stock on that date is below a certain threshold in which case the expiration date will be extended out until March 7, 2010. |