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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Healy Timothy G (Last) (First) (Middle) C/O ENERNOC, INC. 75 FEDERAL STREET, SUITE 300 (Street) BOSTON MA 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) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	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	905,506(1)	D
Common Stock	141,550(1)	I	By The 2006 Timothy G. Healy Grantor Retained Annuity Trust(2)(3)
Common Stock	70,278(1)	I	By family members(3)

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
Stock Option (Right to Buy)	(4)	01/11/2015	Common Stock	126,868(5)	$0.35(5)	D
Stock Option (Right to Buy)	(6)	12/07/2016	Common Stock	169,860(5)	$0.51(5)	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. The shares are owned directly by The 2006 Timothy G. Healy Grantor Retained Annuity Trust and indirectly by Mr. Healy as the grantor.

3. Mr. Healy disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purpose of Section 16 or for any other purpose.

4. Includes 25,373 shares that have vested. The option vests as to an additional 5,075 shares per month.

5. 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.

6. The option will vest as to 42,465 shares on December 7, 2007 and as to an additional 3,539 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.