SC 13G 1 tmen_13g.htm SC 13G tmen_13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*


ThermoEnergy Corporation
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
883906406
(CUSIP Number)

                         January 10, 2012                         
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
CUSIP NO. 883906406
   13G   Page 2 of 5 Pages
 
1
NAME OF REPORTING PERSON:
 
Francis Howard
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o  
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United Kingdom
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
6,000,000
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
6,000,000
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.6%
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
 
 
CUSIP NO. 883906406
   13G   Page 3 of 5 Pages
 
Item 1.

(a)
Name of Issuer: ThermoEnergy Corporation

(b)
Address of Issuer’s Principal Executive Offices:  10 New Bond Street, Worcester, Massachusetts 01606
 
Item 2.

(a)
Name of Person Filing:  Francis Howard

(b)
Address of Principal Business Office or, if none, Residence: 376 Victoria Place, London, United Kingdom SW1V1AA

(c)
Citizenship:  United Kingdom

(d)
Title of Class of Securities:  Common Stock, par value $0.001 per share (“Common Stock”)

(e)
CUSIP Number:  883906406

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

     
(a) 
 o
 Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
     
(b) 
 o
 Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
     
(c) 
 o
 Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
     
(d) 
 o
 Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
     
(e) 
 o
 An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f) 
 o
 An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g) 
 o
 A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
     
(h) 
 o
 A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i) 
 o
 A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
   
 Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
(j)
 o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
     
(k) 
 o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
 
 
 
 
 
 
CUSIP NO. 883906406
   13G   Page 4 of 5 Pages
 
Item 4.  Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)
Amount beneficially owned:  6,000,000 shares of Common Stock

(b)
Percent of class: 6.6% (based on 90,800,442 shares of Common Stock outstanding as of January 10, 2012)

(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 6,000,000
 
 
(ii)
Shared power to vote or to direct the vote:  0
 
 
(iii)
Sole power to dispose or to direct the disposition of:  6,000,000
 
 
(iv)
Shared power to dispose or to direct the disposition of:  0
 

Instruction.  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [   ].
 
N/A
Instruction: Dissolution of a group requires a response to this item.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
N/A
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
N/A

Item 8.  Identification and Classification of Members of the Group.
N/A

Item 9.  Notice of Dissolution of Group.
 
N/A

Item 10. Certification.

N/A

 
 
 
 
 
CUSIP NO. 883906406
   13G   Page 5 of 5 Pages

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct
     
       
Date:  March 12, 2012       
By:
/s/ Francis Howard     
    Francis Howard