SEC FORM 4

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^*

MORGAN STANLEY

(Last)

(First)

(Middle)

1585 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELECTRIC CITY CORP [ ELC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2003

4. 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 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)
Common Stock	12/19/2003		S		32,086⁽³⁾	D	⁽³⁾	48,131	I	See footnotes⁽¹⁾⁽²⁾
Common Stock	01/20/2004		S		23,063⁽⁴⁾	D	⁽⁴⁾	25,068	I	See footnotes⁽¹⁾⁽²⁾
Common Stock	03/19/2004		C		1,000,000	A	$1⁽⁵⁾	1,025,068	I	See footnotes⁽¹⁾⁽²⁾
Common Stock	03/19/2004		S		1,000,000	D	$1⁽⁵⁾	25,068	I	See footnotes⁽¹⁾⁽²⁾

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)
Series A Convertible Preferred Stock	⁽⁹⁾	12/19/2003		S			160,000	10/30/2001	⁽⁸⁾	Common Stock	1,600,000⁽³⁾	⁽³⁾	347,432⁽²⁾	I	See footnotes.⁽¹⁾⁽²⁾
Warrants to Purchase Common Stock	⁽⁹⁾	12/19/2003		S			300,000	06/11/2001	07/08/2008	Common Stock	300,000⁽³⁾	⁽³⁾	427,500⁽²⁾	I	See footnotes.⁽¹⁾⁽²⁾
Series A Convertible Preferred Stock	⁽⁹⁾	01/20/2004		S			115,000	10/30/2001	⁽⁸⁾	Common Stock	1,150,000⁽⁴⁾	⁽⁴⁾	232,432⁽²⁾	I	See footnotes.⁽¹⁾⁽²⁾
Warrants to Purchase Common Stock	⁽⁹⁾	01/20/2004		S			215,625	06/11/2001	07/08/2008	Common Stock	215,625⁽⁴⁾	⁽⁴⁾	234,375⁽²⁾	I	See footnotes.⁽¹⁾⁽²⁾
Series A Convertible Preferred Stock	$10	03/19/2004		C			100,000	10/30/2001	⁽⁸⁾	Common Stock	1,000,000⁽⁵⁾	⁽⁵⁾	132,432⁽²⁾	I	See footnotes.⁽¹⁾⁽²⁾
Series A Convertible Preferred Stock	⁽⁹⁾	03/19/2004		J			47,573	10/30/2001	⁽⁸⁾	Common Stock	475,730⁽⁶⁾	$13⁽⁶⁾	84,859⁽²⁾	I	See footnotes⁽¹⁾⁽²⁾
Series A Convertible Preferred Stock	⁽⁹⁾	03/19/2004		J			84,859	10/30/2001	⁽⁸⁾	Common Stock	848,590⁽⁷⁾	$10⁽⁷⁾	0⁽²⁾	I	See footnotes⁽¹⁾⁽²⁾
Series E Convertible Preferred Stock	⁽⁹⁾	03/19/2004		J		8,486		03/19/2004	⁽⁸⁾	Common Stock	848,600⁽⁷⁾	$100⁽⁷⁾	8,486⁽²⁾	I	See footnotes⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

MORGAN STANLEY

(Last)

(First)

(Middle)

1585 BROADWAY

(Street)

NEW YORK

10036

(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^*

MORGAN STANLEY DEAN WITTER EQUITY FUNDING INC

(Last)

(First)

(Middle)

1585 BROADWAY

(Street)

NEW YORK

10036

(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^*

MSDW OIP INVESTORS INC

(Last)

(First)

(Middle)

1585 BROADWAY

(Street)

NEW YORK

10036

(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^*

MSDW OIP INVESTORS INC GENERAL PRTNRS ORIG INV PLAN LP

(Last)

(First)

(Middle)

1585 BROADWAY

(Street)

NEW YORK

10036

(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. This statement is being filed by each of the following persons (the "Reporting Persons") pursuant to Rule 16a-3(j) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): Morgan Stanley, a Delaware corporation ("MS"), Morgan Stanley Dean Witter Equity Funding, Inc., a Delaware corporation ("Equity Funding", Originators Investment Plan, L.P., a Delaware limited partnership ("Originators") and MSDW OIP Investors, L.P., a Delaware limited partnership ("OIP").

2. MS and OIP disclaim beneficial ownership of the securities of the Issuer directly beneficially owned by Originators and Equity Funding, respectively, except to the extent of their respective pecuniary interests therein. As of the date hereof, (i) Equity Funding directly beneficially owns 23,814 shares of Common Stock, 222,656 Common Stock Warrants and 8,062 shares of Series E Preferred Stock; and (ii) Originators directly beneficially owns 1,254 shares of Common Stock, 11,719 Common Stock Warrants and 424 shares of Series E Preferred Stock. The sole general partner of Originators is OIP, which may be deemed to indirectly beneficially own the securities directly beneficially owned by Originators. OIP and Equity Funding are a wholly-owned subsidiaries of MS, which may be deemed to indirectly beneficially own the securities directly beneficially owned by Originators and Equity Funding.

3. Equity Funding sold 152,000 shares of Series A Preferred Stock, 30,482 shares of Common Stock and 285,000 Common Stock Warrants for an aggregate purchase price of of $1,520,000 directly beneficially owned by it. Originators sold 8,000 shares of Series A Preferred Stock, 1,604 shares of Common Stock and 15,000 Common Stock Warrants directly beneficially owned by it for an aggregate purchase price of $80,000 in a private sale to third parties.

4. Equity Funding sold 109,250 shares of Series A Preferred Stock, 21,910 shares of Common Stock and 204,844 Common Stock Warrants for an aggregate purchase price of of $1,092,500 directly beneficially owned by it. Originators sold 5,750 shares of Series A Preferred Stock, 1,153 shares of Common Stock and 10,781 Common Stock Warrants directly beneficially owned by it for an aggregate purchase price of $57,500 in a private sale to third parties.

5. Equity Funding converted 95,000 shares of Series A Preferred Stock into 950,000 shares of Common Stock and sold such shares for a purchase price of $950,000, or $1 per share, in a private sale to third parties. Originators converted 5,000 shares of Series A Preferred Stock into 50,000 shares of Common Stock and sold such shares of such Common Stock for a purchase price of $50,000, or $1 per share in a private sale to third parties.

6. Equity Funding tendered 45,194 shares of Series A Preferred Stock to the Issuer, and the Issuer redeemed such shares for a purchase price of $587,522, or $13 per share. Originators tendered 2,379 shares of Series A Preferred Stock to the Issuer, and the Issuer redeemed such shares for a purchase price of $30,927, or $13 per share.

7. Equity Funding tendered for redemption, and the Issuer redeemed, all of its remaining shares of Series A Preferred Stock stock at the rate of 10 for 1, to the Issuer (or 806,164 shares) in exchange for 8,062 shares of Series E Preferred Stock. Originators tendered for redemption, and the Issuer redeemed, all of its remaining shares of Series A Preferred Stock stock at the rate of 10 for 1, to the Issuer (or 42,426 shares) in exchange for 424 shares of Series E Preferred Stock. Each share of Series A Preferred Stock was convertible into 10 shares of common stock and each share of Series E Preferred Stock is convertible into 100 shares of common stock.

8. None.

9. The transaction is not an exercise or a conversion of derivative security.

	Morgan Stanley, By: /s/ Peter R. Vogelsang, Name: Peter R. Vogelsang, Its: Authorized Person	04/26/2004
	Morgan Stanley Dean Witter Equity Funding, Inc., By: /s/ James T. Keane, Name: James T. Keane, Its: Vice President	04/26/2004
	MSDW OIP Investors, Inc., By: /s/ James T. Keane, Name: James T. Keane, Its: Vice President	04/26/2004
	Originators Investment Plan, L.P., By: /s/ James T. Keane, Name: James T. Keane, Its: Vice President	04/26/2004
	** 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).
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