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^*

EnerTech Capital Partners II, L.P.

(Last)

(First)

(Middle)

700 BUILDING 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Comverge, Inc. [ COMV ]

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)
04/18/2007

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	04/18/2007		C		1,798,365	A	⁽¹⁾	1,944,740	D⁽²⁾
Common Stock	04/18/2007		C		68,599	A	⁽¹⁾	74,182	D⁽³⁾

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	$0⁽¹⁾	04/18/2007		C			2,304,705	⁽¹⁾	⁽¹⁾	Common Stock	1,152,352	$0⁽¹⁾	0	D⁽²⁾
Series B Convertible Preferred Stock	$0⁽¹⁾	04/18/2007		C			1,195,701	⁽¹⁾	⁽¹⁾	Common Stock	597,850	$0⁽¹⁾	0	D⁽²⁾
Series C Convertible Preferred Stock	$0⁽¹⁾	04/18/2007		C			96,326	⁽¹⁾	⁽¹⁾	Common Stock	48,163	$0⁽¹⁾	0	D⁽²⁾
Series A Convertible Preferred Stock	$0⁽¹⁾	04/18/2007		C			87,915	⁽¹⁾	⁽¹⁾	Common Stock	43,957	$0⁽¹⁾	0	D⁽³⁾
Series B Convertible Preferred Stock	$0⁽¹⁾	04/18/2007		C			45,610	⁽¹⁾	⁽¹⁾	Common Stock	22,805	$0⁽¹⁾	0	D⁽³⁾
Series C Convertible Preferred Stock	$0⁽¹⁾	04/18/2007		C			3,674	⁽¹⁾	⁽¹⁾	Common Stock	1,837	⁽¹⁾	0	D⁽³⁾

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock automatically converted into common stock reflecting all stock splits and other adjustments pursuant to the Issuer's Certificate of Incorporation, as amended, upon the closing of the Issuer's initial public offering of common stock.

2. See Exhibit 99.1. Shares are held by EnerTech Capital Partners II L.P. ("ECP II LP"). ECP II Management L.P., the general partner of ECP II LP, ECP II Management LLC, the general partner of ECP II Management L.P., and Robert E. Keith, Jr., Mark J. DeNino, Scott B. Ungerer, and William G. Kingsley, the members of the executive board of ECP II Management LLC, may be deemed to share voting and dispositive power over the shares held by ECP II LP. Such persons and entities disclaim beneficial ownership of shares held by ECP II LP except to the extent of any pecuniary interest therein.

3. See Exhibit 99.1. Shares are held by ECP II Interfund L.P. ("ECP II Interfund"). ECP II Management LLC, the general partner of ECP II Interfund, and Robert E. Keith, Jr., Mark J. DeNino, Scott B. Ungerer, and William G. Kingsley, the members of the executive board of ECP II Management LLC, may be deemed to share voting and dispositive power over the shares held by ECP II Interfund. Such persons and entities disclaim beneficial ownership of shares held by ECP II Interfund except to the extent of any pecuniary interest therein.

	/s/ Phyllis Reid as Attorney-in-Fact	04/18/2007
	/s/ Pamela Strisofsky as Attorney-in-Fact	04/18/2007
	** 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 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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