ecotality_13g-a3.htm - Generated by SEC Publisher for SEC Filing

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IXxUysgCUHKNljqehT5b9tbkbg5oDidzHRHwH7f7cYaq8Xij1y0Kfp4ZZgu5b/h2 XRex2XT7p+S6VOWVjWOuwA== 0000906344-09-000282.txt : 20090212 0000906344-09-000282.hdr.sgml : 20090212 20090212155826 ACCESSION NUMBER: 0000906344-09-000282 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECOTALITY, INC. CENTRAL INDEX KEY: 0001301206 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 680515422 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82098 FILM NUMBER: 09594761 BUSINESS ADDRESS: STREET 1: 6821 E. THOMAS ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: (480) 219-5005 MAIL ADDRESS: STREET 1: 6821 E. THOMAS ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85251 FORMER COMPANY: FORMER CONFORMED NAME: ALCHEMY ENTERPRISES, LTD. DATE OF NAME CHANGE: 20040820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Enable Capital Management, LLC CENTRAL INDEX KEY: 0001383071 IRS NUMBER: 731625368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE FERRY BUILDING, SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415.677.1577 MAIL ADDRESS: STREET 1: ONE FERRY BUILDING, SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 ecotality_13g-a3.htm SCHEDULE 13G-A3 (02-12-09) ecotality_13g-a3.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Ecotality, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

01374J203
(CUSIP Number)

December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

ý Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


(1	)	Names of Reporting Persons.				Enable Capital Management, LLC
						(a) £
(2	)	Check the Appropriate Box if a Member of a Group (See Instructions)				(b) £

(3	)	SEC Use Only

(4	)	Citizenship or Place of Organization				Delaware

NUMBER OF			(5	)	Sole Voting Power	13,439,571
SHARES
BENEFICIALLY			(6	)	Shared Voting Power	0
OWNED BY EACH
REPORTING			(7	)	Sole Dispositive Power	13,439,571
PERSON WITH
			(8	)	Shared Dispositive Power	0

(9	)	Aggregate Amount Beneficially Owned by Each Reporting Person				13,439,571

(10	)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨

(11	)	Percent of Class Represented by Amount in Row (9)				9.99	%

(12	)	Type of Reporting Person (See Instructions)				OO


(1	)	Names of Reporting Persons.				Mitchell S. Levine
						(a) £
(2	)	Check the Appropriate Box if a Member of a Group (See Instructions)				(b) £

(3	)	SEC Use Only

(4	)	Citizenship or Place of Organization				United States

NUMBER OF			(5	)	Sole Voting Power	13,439,571
SHARES
BENEFICIALLY			(6	)	Shared Voting Power	0
OWNED BY EACH
REPORTING			(7	)	Sole Dispositive Power	13,439,571
PERSON WITH
			(8	)	Shared Dispositive Power	0

(9	)	Aggregate Amount Beneficially Owned by Each Reporting Person				13,439,571

(10	)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨

(11	)	Percent of Class Represented by Amount in Row (9)				9.99	%

(12	)	Type of Reporting Person (See Instructions)				IN


(1	)	Names of Reporting Persons.				Enable Growth Partners, L.P.
						(a) £
(2	)	Check the Appropriate Box if a Member of a Group (See Instructions)				(b) £

(3	)	SEC Use Only

(4	)	Citizenship or Place of Organization				Delaware

NUMBER OF			(5	)	Sole Voting Power	12,341,219
SHARES
BENEFICIALLY			(6	)	Shared Voting Power	0
OWNED BY EACH
REPORTING			(7	)	Sole Dispositive Power	12,341,219
PERSON WITH
			(8	)	Shared Dispositive Power	0

(9	)	Aggregate Amount Beneficially Owned by Each Reporting Person				12,341,219

(10	)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨

(11	)	Percent of Class Represented by Amount in Row (9)				9.2	%

(12	)	Type of Reporting Person (See Instructions)				PN

Item 1(a).   Name of Issuer:

                    Ecotality, Inc.

Item 1(b).   Address of Issuer’s Principal Executive Offices:

                    6821 E. Thomas Road, Scottsdale, AZ 85251

Item 2(a).   Names of Persons Filing:

                    Enable Capital Management, LLC (“ECM”)

                    Enable Growth Partners, L.P. (“EGP”)

                    Mitchell S. Levine

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of the reporting persons is One Ferry Building, Suite 255, San Francisco, CA 94111.

Item 2(c). Citizenship:

Reference is made to Item 4 of pages 2, 3 and 4 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.

Item 2(d). Title of Class of Securities:

Common Stock

Item 2(e). CUSIP Number:

01374J203

Item 3. If this statement is filed pursuant to §§240.13d -1(b) or 240.13d -2(b) or (c), check whether the person filing is a:

¨	(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
¨	(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
¨	(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
¨	(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
¨	(e)	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
¨	(f)	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
¨	(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
¨	(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
¨	(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
¨	(j)	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Reference is hereby made to Items 5-9 and 11 of pages 2, 3 and 4 of this Schedule, which Items are incorporated by reference herein.

EGP is the beneficial owner of: (i) 7,108,838 shares of the Issuer’s common stock, (ii) convertible debentures (the “Convertible Notes”) which are currently convertible into up to 22,546,830 shares of the Issuer’s common stock (subject to the Ownership Limitations described in more detail below); and (iii) warrants (“Warrants”) to purchase up to 5,931,375 shares of the Issuer’s common stock (subject to the Ownership Limitations). Other client accounts for which ECM acts as general partner and investment manager are the beneficial owners of: (i) 1,098,352 shares of the Issuer’s common stock; (ii) Convertible Notes which are currently convertible into up to 4,738,826 shares of the Issuer’s common sto ck (subject to the Ownership Limitations); and (iii) Warrants to purchase up to 931,373 shares of the Issuer’s common stock (subject to the Ownership Limitations).

The conversion of the Convertible Notes and the exercise of the Warrants are subject to restrictions (the “Ownership Limitations”) that prohibit conversion or exercise to the extent that, after giving effect to such conversion or exercise, the holder of the Convertible Notes or Warrants (together with such holder’s affiliates, and any other person or entity acting as a group together with such holder or any of such holder’s affiliates) would, as a result of such conversion or exercise, beneficially own in excess of 9.99% of the total number of issued and outstanding shares of the Issuer’s common stock (including for such purposes the shares of the Issuer’s common stock issued upon such conversion and/or exercise) .

Based on 129,297,861 shares of common stock of the Issuer outstanding as of November 13, 2008, as indicated in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 18, 2008, the Reporting Persons currently have the right (consistent with the Ownership Limitations) to acquire up to 5,232,381 shares of the Issuer’s common stock through the conversion of the Convertible Notes and/or exercise of the Warrants.

The securities to which this Schedule relates (the “Securities”) are owned by certain investment limited partnerships, including EGP, and other client accounts, for which ECM serves as general partner and/or investment manager. ECM, as EGP’s and those other investment limited partnerships’ and client accounts’ general partner and/or investment manager, and Mitchell S. Levine, as managing member and majority owner of ECM, may therefore be deemed to beneficially own the Securities owned by EGP and such other investment limited partnerships and client accounts for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.

Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that ECM or Mr. Levine is, for any other purpose, the beneficial owner of any of the Securities, and each of ECM and Mr. Levine disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.

Under the definition of “beneficial ownership” in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.

The calculation of percentage of beneficial ownership in item 11 of pages 2, 3 and 4 was derived from the Issuer’s Form 10-Q Quarterly Report filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2008, in which the Issuer stated that the number of shares of its common stock outstanding on November 13, 2008 was 129,297,861 shares.

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

ECM serves as general partner and investment manager to certain investment limited partnerships, including EGP, and other client accounts that have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s common stock. Other than EGP, no individual client’s holdings exceed five percent of that common stock.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable

Item 8. Identification and Classification of Members of the Group

Not Applicable

Item 9. Notice of Dissolution of Group

Not Applicable

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2009	ENABLE CAPITAL MANAGEMENT, LLC
	By: /s/ Mitchell S. Levine
	Mitchell S. Levine, its Managing Member
	ENABLE GROWTH PARTNERS, L.P.
	By: Enable Capital Management, LLC, its General Partner
	By: /s/ Mitchell S. Levine
	Mitchell S. Levine, its Managing Member
	MITCHELL S. LEVINE
	/s/ Mitchell S. Levine
	Mitchell S. Levine

EXHIBIT INDEX

Exhibit A

Joint Filing Undertaking

Page 9

EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

Dated: February 12, 2009	ENABLE CAPITAL MANAGEMENT, LLC
	By: /s/ Mitchell S. Levine
	Mitchell S. Levine, its Managing Member
	ENABLE GROWTH PARTNERS, L.P.
	By: Enable Capital Management, LLC, its General Partner
	By: /s/ Mitchell S. Levine
	Mitchell S. Levine, its Managing Member
	MITCHELL S. LEVINE
	/s/ Mitchell S. Levine
	Mitchell S. Levine

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