SEC FORM 3

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^*

Sick Terrence E

(Last)

(First)

(Middle)

C/O ENERNOC, INC.

75 FEDERAL STREET, SUITE 300

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2007

3. Issuer Name and Ticker or Trading Symbol
ENERNOC INC [ ENOC ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 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	28,310⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽²⁾	12/15/2015	Common Stock	56,620⁽³⁾	$0.35⁽³⁾	D
Stock Option (Right to Buy)	⁽⁴⁾	05/11/2016	Common Stock	56,620⁽³⁾	$0.51⁽³⁾	D
Stock Option (Right to Buy)	⁽⁵⁾	12/07/2016	Common Stock	35,387⁽³⁾	$0.51⁽³⁾	D

Explanation of Responses:

1. Reflects a 2.831-for-1 stock split effected on May 1, 2007 in connection with the Issuer's initial public offering, pursuant to which the number of shares of Common Stock was multiplied by 2.831.

2. Includes 16,514 shares that have vested. The option vests as to an additional 1,180 shares per month thereafter.

3. Reflects a 2.831-for-1 stock split effected on May 1, 2007 in connection with the Issuer's initial public offering, pursuant to which (i) the number of shares of Common Stock underlying the option was multiplied by 2.831 and (ii) the exercise price of the option was divided by 2.831.

4. The option vested as to 14,155 shares on April 25, 2007 and will vest as to approximately 1,180 shares per month thereafter.

5. The option will vest as to 8,846 shares on December 7, 2007 and as to approximately 737 shares per month thereafter.

	/s/ Garrett Winslow, Attorney-in-Fact	05/17/2007
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.