Sec Form 4 Filing - Gaulding John @ Energous Corp - 2016-12-30

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
Gaulding John
2. Issuer Name and Ticker or Trading Symbol
Energous Corp [ WATT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ENERGOUS CORPORATION, 3590 NORTH FIRST STREET, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
12/30/2016
(Street)
SAN JOSE, CA95134
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 12/30/2016 M 193 ( 1 ) A $ 0 21,202 D
Common Stock 01/04/2017 M 25,000 ( 2 ) A $ 0 46,202 D
Common Stock 01/04/2017 M 14,953 ( 2 ) A $ 0 61,155 D
Common Stock 01/06/2017 S( 3 ) 14,651 ( 4 ) D $ 16.932 ( 5 ) 46,504 D
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
Performance Stock Unit ( 1 ) 12/30/2016 M 193 ( 6 ) ( 6 ) Common Stock 193 $ 0 27,990 D
Restricted Stock Unit ( 2 ) 01/04/2017 M 25,000 ( 7 ) ( 7 ) Common Stock 25,000 $ 0 0 D
Restricted Stock Unit ( 2 ) 01/04/2017 M 14,953 ( 7 ) ( 7 ) Common Stock 14,953 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gaulding John
C/O ENERGOUS CORPORATION
3590 NORTH FIRST STREET, SUITE 210
SAN JOSE, CA95134
X
Signatures
/s/Bill Mannina, Attorney-in-Fact 01/06/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each performance share unit ("PSU") represents a contingent right to receive one share of common stock.
( 2 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.
( 3 )The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
( 4 )Represents the shares sold to cover taxes due upon vesting and settlement of the RSUs.
( 5 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.90 to $16.98 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 6 )Represents a performance share unit award granted on May 21, 2015 pursuant to the Company's 2015 Performance Share Unit Plan and partially earned on December 30, 2016 based on the satisfaction of certain performance-based vesting requirements. 50% of any shares earned shall be deferred and paid after December 31, 2018, subject to the reporting person's continued service with the Issuer.
( 7 )Represents shares of common stock upon vesting of a RSU granted on January 4, 2016 pursuant to the Company's director compensation policy. This RSU became 100% vested on January 4, 2017.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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