SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* ARDSLEY ADVISORY PARTNERS (Last) (First) (Middle) 262 HARBOR DRIVE, 4TH FLOOR (Street) STAMFORD CT 06902 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/15/2010	3. Issuer Name and Ticker or Trading Symbol ZBB ENERGY CORP [ ZBB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value ("Common Stock")	2,857,831	I	See(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ARDSLEY ADVISORY PARTNERS (Last) (First) (Middle) 262 HARBOR DRIVE, 4TH FLOOR (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ardsley Partners Renewable Energy Fund, L.P. (Last) (First) (Middle) 262 HARBOR DRIVE (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ardsley Renewable Energy Offshore Fund, Ltd. (Last) (First) (Middle) ISIS FUND SERVICES LTD. PENBOSS BUILDING, 50 PARLIAMENT STREET (Street) HAMILTON D0 HM 12 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARDSLEY PARTNERS I LP (Last) (First) (Middle) 262 HARBOR DRIVE, 4TH FLOOR (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HEMPLEMAN PHILIP J (Last) (First) (Middle) 646 STEAMBOAT ROAD (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares reported herein are held by Ardsley Partners Renewable Energy Fund, L.P. ("Renewable Energy"), a Delaware limited partnership, Ardsley Renewable Energy Offshore Fund, Ltd. ("Renewable Offshore"), a British Virgin Islands corporation and a certain managed account (the "Managed Account").

2. Ardsley Advisory Partners, a New York general partnership ("Ardsley") serves as investment manager to Renewable Offshore and the Managed Account, and serves as investment adviser to Renewable Energy, and has investment discretion over the securities held by each. Phillip J. Hempleman is the Managing Partner of Ardsley and Ardsley Partners I, a New York general partnership ("Ardsley Partners") and serves as the general partner of Renewable Energy. Ardsley Partners serves as the general partner of Ardsley. Each of the Reporting Persons disclaims any beneficial ownership of the securities reported herein, except to the extent of its or their own actual pecuniary interest therein.

Remarks:

	ARDSLEY ADVISORY PARTNERS, By: Ardsley Partners I, its general partner, By: /s/ Steve Napoli, General Partner	10/25/2010
	** Signature of Reporting Person	Date
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