Sec Form 4 Filing - VISION CAPITAL ADVISORS, LLC @ T3 Motion, Inc. - 2013-05-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
VISION CAPITAL ADVISORS, LLC
2. Issuer Name and Ticker or Trading Symbol
T3 Motion, Inc. [ TTTM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
20 W. 55TH STREET, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/29/2013
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 05/29/2013 S 43,115 D $ 0.101 ( 3 ) 3,466,488 I By Vision Opportunity Master Fund, Ltd. ( 1 )
Common Stock, par value $0.001 05/29/2013 S 6,885 D $ 0.101 ( 3 ) 560,934 I By Vision Capital Advantage Fund, L.P. ( 2 )
Common Stock, par value $0.001 05/30/2013 S 20,350 D $ 0.1006 ( 3 ) 3,446,138 I By Vision Opportunity Master Fund, Ltd. ( 1 )
Common Stock, par value $0.001 05/30/2013 S 3,250 D $ 0.1006 ( 3 ) 557,684 I By Vision Capital Advantage Fund, L.P. ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VISION CAPITAL ADVISORS, LLC
20 W. 55TH STREET, 5TH FLOOR
NEW YORK, NY10019
X
BENOWITZ ADAM
20 W. 55TH STREET, 5TH FLOOR
NEW YORK, NY10019
X
Vision Opportunity Master Fund, Ltd.
20 W. 55TH STREET, 5TH FLOOR
NEW YORK, NY10019
X
Vision Capital Advantage Fund, L.P.
20 W. 55TH STREET, 5TH FLOOR
NEW YORK, NY10019
X
VCAF GP, LLC
20 W. 55TH STREET, 5TH FLOOR
NEW YORK, NY10019
X
THOMSON ROBERT
20 W. 55TH STREET, 5TH FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Robert Thomson 05/31/2013
Signature of Reporting Person Date
/s/ Adam Benowitz 05/31/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. ("VOMF"), the direct owner of the subject securities. Adam Benowitz is the Managing Member of the Investment Manager and a Director of VOMF. Robert Thomson currently serves as VOMF's and VCAF's (as defined below) representative on the Issuer's board of directors; the VOMF and VCAF may be deemed a director by virtue of their right to appoint a director. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or for any other purpose.
( 2 )VCAF GP, LLC (the "General Partner") serves as general partner of Vision Capital Advantage Fund, L.P. ("VCAF"), the direct owner of the subject securities. Adam Benowitz is the Managing Member of the General Partner. The Investment Manager also serves as investment manager to VCAF. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act or for any other purpose.
( 3 )Price represents the weighted average price with respect to shares purchased on this date. This transaction was executed in multiple trades ranging from $0.09 to $0.11. The Reporting Persons hereby undertake to provide upon request by the SEC, the issuer, or any security holder of the issuer, full information regarding the number of shares purchased at each separate price.

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