0001104659-09-056774.txt : 20090929 0001104659-09-056774.hdr.sgml : 20090929 20090929141921 ACCESSION NUMBER: 0001104659-09-056774 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090929 DATE AS OF CHANGE: 20090929 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIME ENERGY CO. CENTRAL INDEX KEY: 0001065860 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 364197337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58763 FILM NUMBER: 091092451 BUSINESS ADDRESS: STREET 1: 1280 LANDMEIER ROAD CITY: ELK GROVE STATE: IL ZIP: 60007 BUSINESS PHONE: 8474371666 MAIL ADDRESS: STREET 1: 1280 LANDMEIER ROAD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRIC CITY CORP DATE OF NAME CHANGE: 19990907 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIPHART RICHARD P CENTRAL INDEX KEY: 0000904775 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O WILLIAM BLAIR &COMPANY, LLC STREET 2: 222 WEST ADAMS STREET CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 a09-28276_1sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)

LIME ENERGY CO.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

5326U106

(CUSIP Number)

Joel Weinstein

Rutter Hobbs & Davidoff Incorporated

1901 Avenue of the Stars, Suite 1700

Los Angeles, California 90067

(310) 286-1700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 10, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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. 5326U106

	(1)	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Richard P. Kiphart

	(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	(3)	SEC Use Only

	(4)	Source of Funds (See Instructions) NOT APPLICABLE

	(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 9,780,228

			(8)	Shared Voting Power None

			(9)	Sole Dispositive Power 9,780,228

			(10)	Shared Dispositive Power None

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 9,780,228

	(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	(13)	Percent of Class Represented by Amount in Row (11) 54.9%

	(14)	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
This statement relates to common stock of Lime Energy Co. (the “Company”). The principal executive offices of the Company are located at 1280 Landmeier Road, Elk Grove Village, IL 60007.

Item 2.	Identity and Background
(a) This Schedule 13D is filed on behalf of Richard P. Kiphart. (b) The business address of Mr. Kiphart is as follows: Richard P. Kiphart c/o William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 (c) Mr. Kiphart is a principal of William Blair & Company, L.L.C., a broker dealer and investment advisor. (d) Mr. Kiphart has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Kiphart has not, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities with respect to, federal or state securities laws or a finding of any violations with respect to such laws. (f) U.S.

Item 3.	Source and Amount of Funds or Other Consideration
Mr. Kiphart converted 374,363 shares of Company Series A-1 Preferred Stock (“Preferred Stock”), plus accrued dividends through the date of conversion into 3,777,705 shares of the common stock of the Company on August 10, 2009. Mr. Kiphart converted a $3.1 million convertible term note (“Term Note”) into 487,054 shares of the common stock of the Company on August 10, 2009, at a conversion price of $6.40 per share, the last reported sale price of Company’s common stock on that date. On August 10, 2009, Mr. Kiphart entered into a $2 million secured revolving line of credit note with the Company. In connection with the revolving line, the Company issued to Mr. Kiphart two warrants to purchase shares of Company common stock as follows: (i) a warrant to purchase 62,500 shares of common stock at an exercise price of $6.40, which becomes exercisable for a period of four years commencing on February 20, 2010, if the revolving line has not been repaid in full by February 20, 2010, and (ii) a four-year warrant to purchase 75,000 shares of common stock, at an exercise price of $6.40 per share, which is exercisable at any time commencing August 10, 2009.

Item 4.	Purpose of Transaction
Mr. Kiphart’s conversion of Preferred Stock and the Term Note was made to facilitate the Company’s proposed public offering of common stock. As a consequence of the transactions described above, Mr. Kiphart controls approximately 54.9% of the voting shares of the Company. Mr. Kiphart has no plans or proposals for any of the items enumerated in (a) – (j) of Item 4.

Item 5.	Interest in Securities of the Issuer.
(a) As of August 10, 2009, Mr. Kiphart beneficially owned 9,780,228 shares of the common stock of the Company, which represents approximately 54.9% of the outstanding shares of the common stock of the Company including warrants to purchase 416,422 shares and options to purchase 33,051 shares, which warrants and options are exercisable within 60 days of August 10, 2009. (b) Mr. Kiphart has the sole power to vote or to direct the vote and sole power to dispose or direct the disposition of 9,780,228 shares of the common stock of the Company, including warrants and options which are exercisable within 60 days of August 10, 2009. (c) Mr. Kiphart converted 374,363 shares of Series A-1 preferred stock, plus accrued dividends through the date of conversion into 3,777,705 shares of the common stock of the Company on August 10, 2009. Mr. Kiphart converted a $3.1 million Term Note into 487,054 shares of the common stock of the Company on August 10, 2009, at a conversion price of $6.40 per share, the last reported sale price of Company’s common stock on that date. On August 10, 2009, Mr. Kiphart entered into a $2 million secured revolving line of credit note with the Company. In connection with the revolving line, the Company issued to Mr. Kiphart two warrants to purchase shares of Company common stock as follows: (i) a warrant to purchase 62,500 shares of common stock at an exercise price of $6.40, which becomes exercisable for a period of four years commencing on February 20, 2010, if the revolving line has not been repaid in full by February 20, 2010, and (ii) a four-year warrant to purchase 75,000 shares of common stock, at an exercise price of $6.40 per share, which is exercisable at any time commencing August 10, 2009. (d) Not applicable. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In connection with the Company’s public offering, Mr. Kiphart entered into a lock-up agreement that restricts the sale of shares of the Company’s common stock for up to 180 days after the effective date of the Company’s registration statement on Form S-1, without the prior written consent of Wedbush Morgan Securities.

Item 7.

Material to be Filed as Exhibits.

Exhibit No.		Description
1		Lock-Up Agreement dated August 10, 2009 to Wedbush Morgan Securities As Representative of the Several Underwriters executed by Richard P. Kiphart.

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.

	September 17, 2009
	Date
	/s/ Richard P. Kiphart
	Signature
	Richard P. Kiphart
	Name/Title:

EX-1 2 a09-28276_1ex1.htm EX-1

EXHIBIT 1

August 10, 2009

Wedbush Morgan Securities

As Representative of the Several Underwriters

c/o Wedbush Morgan Securities

One Bush Street, Suite 1700

San Francisco, CA 94104

Ladies and Gentlemen:

The undersigned is a security holder of Lime Energy Co., a Delaware corporation (the “Company”), and wishes to facilitate the public offering (the “Offering”) of Common Stock of the Company (“Common Stock”) pursuant to a Registration Statement (the “Registration Statement”) on Form S-l to be filed with the Securities and Exchange Commission.

In consideration of the foregoing, and in order to induce you to act as underwriters in the Offering, the undersigned hereby irrevocably agrees that it will not, without, the prior written consent of Wedbush Morgan Securities, for a period of 180 days from the effective date of the Registration Statement (the “Lock-Up Period”), directly or indirectly, (i) offer, sell (including “short” selling), assign, transfer, encumber, pledge, contract to sell, grant an option to purchase, establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of any shares of Common Stock or securities, options or rights convertible into or exchangeable or exercisable for, Common Stock held of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act), or (ii) enter any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Stock; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in either case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Wedbush Morgan Securities waives, in writing, such extension.

The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this agreement during the period from and including the effective date of the Registration Statement through and including the 34th day following the expiration of the 180-day period, the undersigned will give prior notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as the same may have been extended pursuant to the previous paragraph) has expired.

The undersigned further agrees that it will not, from the date hereof through the expiration of the Lock-Up Period (as the same may have been extended pursuant to the second

EXECUTION COPY

paragraph hereof), make any demand or request for or exercise any right with respect to the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

Notwithstanding the foregoing, if the undersigned is an individual, he or she may transfer any shares of Common Stock or securities convertible into or exchangeable or exercisable for the Company’s Common Stock either during his or her lifetime or on death (i) by will or intestacy to his or her immediate family; (ii) to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family; or (iii) by bona fide gift or gifts to a donee or donees; provided, however, that prior to any such transfer each transferee shall execute an agreement, satisfactory to Wedbush Morgan Securities pursuant to which each transferee shall agree to receive and hold such shares of Common Stock, or securities convertible into or exchangeable or exercisable for the Common Stock, subject to the provisions hereof, and there shall be no further transfer except in accordance with the provisions hereof. For the purposes of this paragraph, “Immediate family” shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor. In addition, for the avoidance of doubt, nothing in this agreement shall restrict the ability of the undersigned to purchase shares of Common Stock on the open market, exercise any option to purchase shares of Common Stock granted under any benefit plan of the Company or exercise any right to convert other convertible securities of the Company into Common Stock in accordance with their terms.

The undersigned hereby waives any rights of the undersigned to sell shares of Common Stock or any other security issued by the Company pursuant to the Registration Statement. The undersigned also hereby waives any notice requirement concerning the Company’s intention to file the Registration Statement and sell shares of Common Stock thereunder.

The undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of Common Stock, or securities convertible into or exchangeable or exercisable for the Common Stock, held by the undersigned except in compliance with this agreement.

The undersigned understands that the agreements of the undersigned are irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. It is understood, however, that if the Company notifies you that it does not intend to proceed with the Offering, or if the Underwriting Agreement to be entered into among the Company and the underwriters in connection with the Offering is terminated or does not become effective on or prior to December 15, 2009, then this agreement shall terminate.

		Very truly yours,


Dated: August 10, 2009		/s/ Richard P. Kiphart
		Signature

		Richard P. Kiphart
		Printed Name and Title