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^*

Healy Timothy G

(Last)

(First)

(Middle)

C/O ENERNOC, INC.,

101 FEDERAL STREET, SUITE 1100

(Street)

BOSTON

02110

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2009

4. 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 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	03/13/2009		G		1,000	D	$0	777,234	D
Common Stock	03/13/2009		G		1,000	D	$0	776,234	D
Common Stock	08/11/2009		S		84,026	D	$25.785	617,816⁽¹⁾	D
Common Stock	03/13/2009		G		33,778	D	$0	101,334⁽²⁾	I	By The 2006 Timothy G. Healy Grantor Retained Annuity Trust⁽³⁾
Common Stock	03/13/2009		G		101,334	D	$0	0	I	By The 2006 Timothy G. Healy Grantor Retained Annuity Trust⁽³⁾
Common Stock								80,000⁽⁴⁾	I	By the Timothy G. Healy Grantor Retained Annuity Trust dated March 26, 2009⁽⁵⁾
Common Stock								70,278	I	By family members⁽⁶⁾

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)

Explanation of Responses:

1. This number reflects (i) the transfer of 5,608 shares on March 13, 2009 from The 2006 Timothy G. Healy Grantor Retained Annuity Trust to Mr. Healy and (ii) the transfer of 80,000 shares on March 30, 2009 from Mr. Healy to the Timothy G. Healy Grantor Retained Annuity Trust dated March 26, 2009.

2. This number reflects the transfer of 5,608 shares on March 13, 2009 from The 2006 Timothy G. Healy Grantor Retained Annuity Trust to Mr. Healy.

3. The shares are owned directly by The 2006 Timothy G. Healy Grantor Retained Annuity Trust and indirectly by Mr. Healy as the grantor.

4. These shares were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust on March 30, 2009.

5. The shares are owned directly by the Timothy G. Healy Grantor Retained Annuity Trust dated March 26, 2009 and indirectly by Mr. Healy as the grantor.

6. 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.

	/s/ Garrett Winslow, Attorney-in-Fact	08/12/2009
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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