Edgar Filing: ASCEND PARTNERS FUND I, LTD.

Ownership Submission

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 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ASCEND LEGEND FUND, LTD.

2. Issuer Name and Ticker or Trading Symbol
Energous Corp [WATT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member of 10% Owner Group

(Last)

(First)

(Middle)

C/O DMS CORPORATE SERVICES LTD. P.O. BOX, 1344, DMS HOUSE, 20 GENESIS CLOSE

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2017

(Street)

GRAND CAYMAN, E9 KY1-1108

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2017		J⁽¹⁾⁽²⁾		1,618,123	D	⁽¹⁾ ⁽²⁾	1,618,123	I	See footnote ⁽¹⁾ ⁽²⁾
Common Stock	12/01/2017		J⁽³⁾		1,618,123	D	⁽³⁾	1,618,123	I	See footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ASCEND LEGEND FUND, LTD. C/O DMS CORPORATE SERVICES LTD. P.O. BOX 1344, DMS HOUSE, 20 GENESIS CLOSE GRAND CAYMAN, E9 KY1-1108				Member of 10% Owner Group
ASCEND PARTNERS FUND I, LTD. C/O DMS CORPORATE SERVICES LTD. P.O. BOX 1344, DMS HOUSE, 20 GENESIS CLOSE GRAND CAYMAN, E9 KY1-1108				Member of 10% Owner Group

Signatures

ASCEND LEGEND FUND, LTD. By: /s/ Malcolm Fairbairn Name: Malcolm Fairbairn Title: Director		12/22/2017
^**Signature of Reporting Person		Date
ASCEND PARTNERS FUND I, LTD. By: /s/ Malcolm Fairbairn Name: Malcolm Fairbairn Title: Director		12/22/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Ascend Legend Fund, Ltd.: Prior to December 1, 2017, Ascend Legend Fund, Ltd. was the sole owner of all of the common shares (the "Legend Master Fund Shares") of Ascend Legend Master Fund, Ltd. Ascend Legend Master Fund, Ltd. is the direct owner of 1,618,123 shares (the "Shares") of the common stock of Energous Corporation, a Delaware corporation (the "Issuer"). Ascend Legend Fund, Ltd. may have been deemed to be part of a group that together could be deemed to have beneficial ownership of more than 10% of the common stock of the Issuer. On December 1, 2017 Ascend Legend Fund, Ltd. transferred all of the Legend Master Fund Shares to Ascend Partners Fund I, Ltd. as a redemption in kind in all of the common shares of Ascend Legend Fund, Ltd.
(2)	Ascend Partners Fund I, Ltd. was already subject to deemed indirect beneficial ownership of the Shares as the sole shareholder of Ascend Legend Fund, Ltd., and therefore only the form of its indirect interest in the Shares changed as a result of the redemption in kind by Ascend Legend Fund, Ltd. Ascend Partners Fund I, Ltd. may have been deemed to be part of a group that together could be deemed to have beneficial ownership of more than 10% of the common stock of the Issuer.
(3)	Ascend Partners Fund I, Ltd.: Also on December 1, 2017 Ascend Partners Fund I, Ltd. transferred the Legend Master Fund Shares as a payment in kind to satisfy a deferred fee obligation to Ascend Capital Limited Partnership, the investment adviser to Ascend Partners Fund I, Ltd. Ascend Capital Limited Partnership, as investment adviser to Ascend Partners Fund I, Ltd. and as holder of an indirect pecuniary interest in the Shares, was already subject to deemed beneficial ownership of the Shares and therefore only the form of its indirect interest in the Shares changed as a result of the payment in kind by Ascend Partners Fund I, Ltd.

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