Telkonet Inc.

01/18/2022 | Press release | Distributed by Public on 01/18/2022 14:55

Initial Statement of Beneficial Ownership (Form 3)

Ownership Submission
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 *
VDA GROUP S.p.A.
2. Date of Event Requiring Statement (Month/Day/Year)
2022-01-07
3. Issuer Name and Ticker or Trading Symbol
TELKONET INC [TKOI]
(Last) (First) (Middle)
VIALE L. ZANUSSI, 3
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)
PORDENONE L6 33170
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and Expiration Date 3. Title and Amount of Securities Underlying Derivative Security 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership
Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VDA GROUP S.p.A.
VIALE L. ZANUSSI, 3

PORDENONE, L633170

X

VDA Holding S.A.
26, BOULEVARD ROYAL,

LUXEMBOURG, N4L-2449

X

METI Holding Sarl
26, BOULEVARD ROYAL,

LUXEMBOURG, N4L-2449

X

De Paulis Flavio
26, BOULEVARD ROYAL,

LUXEMBOURG, N4L-2449
X X

Signatures

VDA Group S.p.A. /s/ Piercarlo Gramaglia, Title: Chief Executive Officer 2022-01-18
**Signature of Reporting Person Date
VDA Holding S.A. /s/ Giorgio Bianchi /s/ Tiffany Halsdorf, Title: Directors 2022-01-18
**Signature of Reporting Person Date
Meti Holding Sarl /s/ Giorgio Bianchi & /s/ Flavio De Paulis 2022-01-18
**Signature of Reporting Person Date
/s/ Flavio De Paulis 2022-01-18
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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) These securities are owned solely by VDA Group S.p.A. ("VDA Group"), which is filing a joint Form 3 on behalf of itself, VDA Holding, S.A. ("VDA Holding"), Meti Holding Sarl ("Meti Holding"), and Flavio De Paulis ("F. De Paulis", and together with VDA Group, VDA Holding and Meti Holding, the "Reporting Persons") relating to shares of common stock, par value $0.001, (the "Shares"), of Telkonet, Inc., a Utah corporation (the "Issuer"). On August 6, 2021, the Issuer and VDA Group entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") and the Closing of the Stock Purchase Agreement occurred on January 7, 2022 (the "Closing"). Pursuant to the terms and conditions of the Stock Purchase Agreement, VDA Group acquired, in consideration of a capital contribution to the Issuer of $5,000,000, (A) 162,900,947 Shares of the Issuer (the "Telkonet Shares"), and (B) a warrant ("Warrant") to purchase 105,380,666 additional Shares.
(2) VDA Group directly owns the Telkonet Shares and the Warrant. VDA Holding may be deemed to beneficially own the Telkonet Shares and the Warrant indirectly by virtue of it being the sole shareholder of VDA Group. Meti Holding may be deemed to beneficially own the Telkonet Shares and the Warrant indirectly by virtue of it being the 82.7% shareholder of VDA Holding. F. De Paulis may be deemed to beneficially own the Telkonet Shares and the Warrant indirectly by virtue of him being the sole shareholder of Meti Holding.
(3) Under the terms of the Warrant, VDA Group, is entitled to purchase 105,380,666 Shares of the Issuer at an exercise price of $.001 per share, at any time beginning on the date the Issuer achieves a volume weighted average price of the aggregate outstanding Shares of at least $17,000,000, measured for a period of time consisting of sixty (60) consecutive trading days and ending five years after the date of issuance of the Warrant; provided, however, that the Warrant may not be exercised for the first 12 months from January 7, 2022.
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