SEC FORM 4/A

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Valentine David

(Last)

(First)

(Middle)

1280 LANDMEIER RD

(Street)

ELK GROVE VILLAGE

60007

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIME ENERGY CO. [ LMEC ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/22/2007

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. 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)
Lime Energy Co Common Stock	01/24/2007		J		3,867	A	⁽¹⁾	30,247⁽⁶⁾	D
Lime Energy Co Common Stock	02/01/2007		J		322,653	A	⁽⁴⁾⁽⁵⁾	352,900	D
Lime Energy Co Common Stock	02/02/2007		J		2,067	A	⁽²⁾	354,967	D
Lime Energy Co Common Stock	02/15/2007		J		933	A	⁽³⁾	355,900	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. A provision for the PIPE Transaction pursuant to which Mr. Valentine received shares required the Company to file and have declared effective by November 3, 2006, a registration statement registering the shares issued as part of the PIPE Transaction. To the extent that the Company failed to have the registration statement declared effective by this date, it is required to pay penalties to the PIPE investors at the rate of 1% per month of the purchase price paid by the investors. The Company was not able to have the registration statement declared effective before the November 3, 2006 deadline. All of the investors in the PIPE Transaction agreed to accept shares of the Company's common stock, valued at $1.00 per share, as payment of this registration penalty. The shares listed here represent the payment due Mr. Valentine for the period from November 4, 2006 through December 31,2006.

2. A provision for the PIPE Transaction pursuant to which Mr. Valentine received shares required the Company to file and have declared effective by November 3, 2006, a registration statement registering the shares issued as part of the PIPE Transaction. To the extent that the Company failed to have the registration statement declared effective by this date, it is required to pay penalties to the PIPE investors at the rate of 1% per month of the purchase price paid by the investors. The Company was not able to have the registration statement declared effective before the November 3, 2006 deadline. All of the investors in the PIPE Transaction agreed to accept shares of the Company's common stock, valued at $1.00 per share, as payment of this registration penalty. The shares listed here represent the payment due Mr. Valentine for the period from January 1, 2007 through January 31,2007.

3. A provision for the PIPE Transaction pursuant to which Mr. Valentine received shares required the Company to file and have declared effective by November 3, 2006, a registration statement registering the shares issued as part of the PIPE Transaction. To the extent that the Company failed to have the registration statement declared effective by this date, it is required to pay penalties to the PIPE investors at the rate of 1% per month of the purchase price paid by the investors. The Company was not able to have the registration statement declared effective before the November 3, 2006 deadline. All of the investors in the PIPE Transaction agreed to accept shares of the Company's common stock, valued at $1.00 per share, as payment of this registration penalty. The shares listed here represent the payment due Mr. Valentine for the period from February 1, 2007 through February 15,2007.

4. In June, 2006, Lime Energy's board of directors approved and the Company announced a 1 for 15 reverse split of its common stock, effective on June 15, 2006. The stock has been trading on this basis since that date. Thereafter, on June 29, 2006, the Company closed four transactions including the PIPE Transaction pursuant to which these shares were issued (these four transactions are collectively referred to as the "June 29 Transaction"). All of the June 29 Transactions were premised on the belief of the parties thereto that the 1 for 15 reverse split was completed on June 15, 2006, and all of these transactions valued the Company's common stock at a price of $1 per share. Subsequently, the Company learned that under Delaware law the reverse split would not be effective until it had been set forth in an amendment to its Certificate of Incorporation approved by its stockholders and filed with the Delaware Secretary of State.

5. The Company completed such actions on January 23, 2007 and the reverse split became effective on that date. Upon the filing of the amendment of the Certificate of Incorporation on January 23, 2007 the shares of common stock that were issued in the June 29 Transactions were reduced on a 1 for 15 basis. Since both the Company and the other parties to the June 29 Transactions intended that the shares that were issued be post-reverse split shares, following the filing of the amendment and the reverse split becoming effective, the Company offered to each of the recipients of shares in the June 29 Transactions additional shares of common stock (the "Catch-up share") so that each would have the specific number of post-reverse split shares that were intended to be issued in those transactions in satisfaction of any claims such recipients might have in respect of such matter. These Catch Up Shares are the shares being reported here.

6. Beginning balance adjusted for 1 for 15 reverse stock split.

	Tammy Hogue, by power of attorney	06/08/2007
	** 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).
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