FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ X ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cacioppo James

2. Issuer Name and Ticker or Trading Symbol

VISCOUNT SYSTEMS INC [VSYS]

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 ONE EAST CAPITAL ADVISORS, L.P.,  225 NE MIZNER BLVD., SUITE 720

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2015 
(Street)

BOCA RATON, FL 33432

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Redeemable Preferred Stock   $0.0439   (5)     3         3/31/2015     (6) Common Stock or Senior Secured Convertible Notes   22779.043   (7)   313.459   (1) I   By One East Partners Master, L.P.   (2) (3)
Series A Convertible Redeemable Preferred Stock   $0.0439   (5)     3         3/31/2015     (6) Common Stock or Senior Secured Convertible Notes   22779.005   (7)   618.938   (1) I   By One East Partners Opportunities, L.P.   (3) (4)
Series A Convertible Redeemable Preferred Stock   $0.0194   (5) 6/30/2015     J4   (8) 6.339       6/30/2015     (6) Common Stock or Senior Secured Convertible Notes   51546.458   (7)   (8) 319.798   I   By One East Partners Master, L.P.   (2) (3)
Series A Convertible Redeemable Preferred Stock   $0.0194   (5) 6/30/2015     J4   (8) 12.516       6/30/2015     (6) Common Stock or Senior Secured Convertible Notes   51546.421   (7)   (8) 631.454   I   By One East Partners Opportunities, L.P.   (3) (4)
Series A Convertible Redeemable Preferred Stock   $0.0141   (5) 9/22/2015     J4   (8) 5.970       9/22/2015     (6) Common Stock or Senior Secured Convertible Notes   70921.943   (7)   (8) 325.768   I   By One East Partners Master, L.P.   (2) (3)
Series A Convertible Redeemable Preferred Stock   $0.0141   (5) 9/22/2015     J4   (8) 11.787       9/22/2015     (6) Common Stock or Senior Secured Convertible Notes   70921.948   (7)   (8) 643.241   I   By One East Partners Opportunities, L.P.   (3) (4)
Series A Convertible Redeemable Preferred Stock   $0.016   9/22/2015     C4      325.768    9/22/2015     (6) Common Stock or Senior Secured Convertible Notes       (9) 0   (10) I   By One East Partners Master, L.P.   (2) (3)
Series A Note   $0.0079   (11) 9/22/2015     C4   1   (12)      11/3/2015     (13) Common Stock   62169382   (14)   (10) 1   (12) I   By One East Partners Master, L.P.   (2) (3)
Series A Convertible Redeemable Preferred Stock   $0.016   9/22/2015     C4      643.241    9/22/2015     (10) Common Stock or Senior Secured Convertible Notes       (9) 0   (10) I   By One East Partners Opportunities, L.P.   (3) (4)
Series A Note   $0.0079   (11) 9/22/2015     C4   1   (15)      11/3/2015     (13) Common Stock   122755943   (14)   (10) 1   (15) I   By One East Partners Opportunities, L.P.   (3) (4)
Series A Note   $0.009   (11) 11/3/2015     P4   1   (16)      11/3/2015     (13) Common Stock   24282560.7   (14) $220000   1   (16) I   By One East Partners Master, L.P.   (2) (3)
Series B Note   $0.009   (11) 11/3/2015     P4   1   (16)      11/3/2015     (13) Common Stock   24282560.7   (14) $220000   1   (16) I   By One East Partners Master, L.P.   (2) (3)
Series A Note   $0.009   (11) 11/3/2015     J4   (17) 1   (17)      11/3/2015     (13) Common Stock   888079   (14) (18)   (17) 1   (17) I   By One East Partners Master, L.P.   (2) (3)
Series A Note   $0.009   (11) 11/3/2015     J4   (17) 1   (17)      11/3/2015     (13) Common Stock   1753311   (14) (18)   (17) 1   (17) I   By One East Partners Opportunities, L.P.   (3) (4)
Series A Note   $0.007   (11) 12/31/2015     J4   (19) 1   (19)      12/31/2015     (13) Common Stock   9773140   (14) (18)   (19) 1   (19) (20) I   By One East Partners Master, L.P.   (2) (3)
Series A Note   $0.007   (11) 12/31/2015     J4   (19) 1   (19)      12/31/2015     (13) Common Stock   13373822   (14) (18)   (19) 1   (19) (21) I   By One East Partners Opportunities, L.P.   (3) (4)
Series B Note   $0.007   (11) 12/31/2015     J4   (22) 1   (22)      12/31/2015     (13) Common Stock   4867879   (14) (18)   (22) 1   (20) (22) I   By One East Partners Master, L.P.   (2) (3)

Explanation of Responses:
( 1)  Represents the amount of securities of the issuer indirectly held by James A. Cacioppo ("Cacioppo"), as of May 19, 2015, the date on which Cacioppo was appointed to the board of directors of the issuer. These securities are the entire amounts held by One East Partners Master, L.P. ("OEP Master") or One East Partners Opportunities, L.P. ("OEP Opportunities"), investment funds managed by Cacioppo and in which Cacioppo possesses an indirect pecuniary ownership interest of only a portion of these interests.
( 2)  These securities are held by OEP Master, an investment fund for which One East Capital Advisors ("OEP Advisors") acts as investment advisor, and with respect to which OEP Advisors shares voting and investment control. Cacioppo is the managing partner of OEP Advisors and controls the voting and investment decisions of OEP Advisors. (Continued in footnote 3).
( 3)  Cacioppo disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership of such securities for Section 16 purposes or any other purpose.
( 4)  These securities are held by OEP Opportunities, an investment fund for which OEP Advisors acts as an investment advisor, and with respect to which OEP Advisors shares voting and investment control. Cacioppo is the managing partner of OEP Advisors and controls the voting and investment decisions of OEP Advisors. (Continued in footnote 3)
( 5)  The conversion price of the Series A Convertible Redeemable Preferred Stock of the issuer (the "A Shares") is subject to adjustment as provided in that certain Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of Viscount Systems, Inc., dated as of June 5, 2012, as amended from time to time (the "Certificate of Designation").
( 6)  The A Shares have no expiration date.
( 7)  Each A Share, at each holder's option, could be convertible into either common stock of the issuer ("Common Stock") or senior secured convertible notes of the issuer subject to the termscontained in the Certificate of Designation and that certain Consent by Series A Holders, dated as of February 24, 2014. The number of shares reported represent the number of shares of Common Stock that would be issued upon conversion of 1 A Share.
( 8)  Dividends paid in A Shares issued to each of OEP Master and OEP Opportunities pursuant to the Certificate of Designation.
( 9)  On September 22, 2015, 325.768 A Shares held by OEP Master and 643.241 A Shares held by OEP Opportunities were converted by OEP Master and OEP Opportunities, respectively, into 14% Senior Secured Convertible Demand Promissory A Notes (the "Series A Notes").
( 10)  On September 22, 2015, in exchange for conversion of the outstanding 325.768 A Shares held by OEP Master and 643.241 A Shares held by OEP Opportunities as of such date, the issuer issued to each of OEP Master and OEP Opportunities the Series A Notes.
( 11)  The conversion price of each of the Series A Notes and the 14% Senior Secured Convertible Demand Promissory B Note (the "Series B Note") is subject to adjustment upon issuance of certain dividends and distributions, reorganization, consolidation or merger, stock splits, and issuance by the issuer of a security at a lower price than each such conversion price.
( 12)  Upon conversion of the A Shares, OEP Master was issued a Series A Note in the aggregate original principal amount of $488,651.
( 13)  Each of the Series A Notes and Series B Note may be converted (subject to certain beneficial ownership limitations), at the option of the holder at any time and from time to time, into shares of Common Stock.
( 14)  Pursuant to each of the Series A Notes and Series B Note, as applicable, neither OEP Master nor OEP Opportunities shall convert a Series A Note or Series B Note if such conversion results in such holder beneficially owning more than (i) 4.99% of the issuer's outstanding Common Stock and (ii) 9.99% of the issuer's outstanding Common Stock. Each holder has the option to waive either of these limitations upon 61 days' notice to the issuer.
( 15)  Upon conversion of the A Shares, OEP Opportunities was issued a Series A Note in the original principal amount of $964,862.
( 16)  In connection with a financing for general company purposes, including, but not limited to, working capital and operating expenses, OEP Master was issued a Series A Note and a Series B Note, each in the original principal amount of $220,000.
( 17)  Dividends paid in Series A Notes issued to each of OEP Master and OEP Opportunities pursuant to the Series A Notes which increased the amount due under such Series A Notes by $8,046 and $15,885, respectively.
( 18)  The number of shares reported represent the number of shares of Common Stock that would be issued upon conversion of the Series A Note or Series B Note, as applicable, as of the date of such Series A Note or Series B Note dividends.
( 19)  Dividends paid in Series A Notes issued to each of OEP Master and OEP Opportunities pursuant to the Series A Notes which increased the amount due under such Series A Notes by $70,953 and $97,093.95, respectively.
( 20)  As of the end of the issuer's fiscal year, OEP Master held Series A Notes in the aggregate principal amount of $787,650, which are convertible into 108,491,735 shares of Common Stock and a Series B Note in the aggregate principal amount of $255,340.80, which is convertible into 35,170,909 shares of Common Stock.
( 21)  As of the end of the issuer's fiscal year, OEP Opportunities held a Series A Note in the aggregate principal amount of $1,077,840.95, which is convertible into 148,462,941 shares of Common Stock.
( 22)  Dividends paid in Series B Notes issued to OEP Master pursuant to the Series B Note which increased the amount due under such Series B Note by $35,340.80.

Remarks:
2 of 2

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cacioppo James
C/O ONE EAST CAPITAL ADVISORS, L.P.
225 NE MIZNER BLVD., SUITE 720
BOCA RATON, FL 33432
X



Signatures
/s/ James A. Cacioppo 3/28/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Viscount Systems (CE) (USOTC:VSYS)
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Viscount Systems (CE) (USOTC:VSYS)
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