-----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, VFFVfeE9FeZaDB7kXcJPnvYJ3kTStmlFtXM3xdJ3/bEQmVqwnCwdEBNlnaZ7bV+c TgD7WJpa4lZaEfYlJ+XdEQ== 0000950005-07-000432.txt : 20071224 0000950005-07-000432.hdr.sgml : 20071224 20071221192035 ACCESSION NUMBER: 0000950005-07-000432 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071224 DATE AS OF CHANGE: 20071221 GROUP MEMBERS: ECP II INTERFUND L.P. GROUP MEMBERS: ECP II MANAGEMENT L.P. GROUP MEMBERS: ECP II MANAGEMENT LLC GROUP MEMBERS: ENERTECH CAPITAL HOLDING COMPANY L.P. GROUP MEMBERS: ENERTECH CAPITAL HOLDING COMPANY MANAGER LLC GROUP MEMBERS: ENERTECH CAPITAL PARTNERS II, L.P. GROUP MEMBERS: ENERTECH CAPITAL PARTNERS, L.P. GROUP MEMBERS: ENERTECH MANAGEMENT COMPANY L.P. GROUP MEMBERS: ENERTECH MANAGEMENT COMPANY MANAGER LLC GROUP MEMBERS: ENERTECH MANAGEMENT, L.P. GROUP MEMBERS: MARK J. DENINO GROUP MEMBERS: ROBERT E. KEITH GROUP MEMBERS: SCOTT B. UNGERER GROUP MEMBERS: WILLIAM G. KINGSLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Comverge, Inc. CENTRAL INDEX KEY: 0001372664 STANDARD INDUSTRIAL CLASSIFICATION: AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENT [3822] IRS NUMBER: 223543611 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82808 FILM NUMBER: 071324556 BUSINESS ADDRESS: STREET 1: 3950 SHACKLEFORD ROAD STREET 2: SUITE 400 CITY: DULUTH STATE: GA ZIP: 30096 BUSINESS PHONE: 770-696-7660 MAIL ADDRESS: STREET 1: 3950 SHACKLEFORD ROAD STREET 2: SUITE 400 CITY: DULUTH STATE: GA ZIP: 30096 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EnerTech Capital Partners II, L.P. CENTRAL INDEX KEY: 0001292175 IRS NUMBER: 233020217 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DR, BUILDING 700 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-254-4141 MAIL ADDRESS: STREET 1: 435 DEVON PARK DR, BUILDING 700 CITY: WAYNE STATE: PA ZIP: 19087 SC 13D/A 1 p2027313d.htm SCHEDULE 13D/A #1 Converted by EDGARwiz



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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Comverge, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

205859101

(CUSIP Number)

Phyllis Reid
EnerTech Capital
700 Building, 435 Devon Park Drive
Wayne, PA 19087
(610) 977-7534

___________________________________________________________________________________________

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 12, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).




CUSIP NO. 205859101

13D

Page 2 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

EnerTech Capital Partners, L.P. (“ECP”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
77,791 shares directly held by ECP, except that EnerTech Management, L.P. (“EM”), the general partner of ECP, EnerTech Management Company, L.P. (“EMC”), the general partner of EM, and  EnerTech Management Company Manager LLC (“EMCM”), the general partner of EMC, may be deemed to have sole voting power, and Scott B. Ungerer (“Ungerer”), William G. Kingsley (“Kingsley”), Robert E. Keith (“Keith”) and Mark J. DeNino (“DeNino”), the members of the executive board of EMCM, may be deemed to have shared power to vote these shares.

 

8

SHARED VOTING POWER
See response to row 7.

 

9

SOLE DISPOSITIVE POWER
77,791 shares directly held by ECP, except that EM, the general partner of ECP, EMC, the general partner of EM, and EMCM, the general partner of EMC, may be deemed to have sole dispositive power, and Ungerer, Kingsley, Keith and DeNino, the members of the executive board of EMCM, may be deemed to have shared power to dispose of these shares.

 

10

SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

77,791 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

.40%

14

TYPE OF REPORTING PERSON*

PN




CUSIP NO. 205859101

13D

Page 3 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

EnerTech Management, L.P. (“EM”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
77,791 shares directly held by ECP.  EM is the general partner of ECP and may be deemed to have sole voting power over the shares held by ECP.  

 

8

SHARED VOTING POWER
See response to row 7.

 

9

SOLE DISPOSITIVE POWER
77,791 shares directly held by ECP.  EM is the general partner of ECP and may be deemed to have sole dispositive power over the shares held by ECP.

 

10

SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

77,791 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

.40%

14

TYPE OF REPORTING PERSON*

PN




CUSIP NO. 205859101

13D

Page 4 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

EnerTech Management Company L.P. (“EMC”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
77,791 shares directly held by ECP.  EMC, the general partner of EM, may be deemed to have sole voting power of the shares held by ECP.  

 

8

SHARED VOTING POWER
See response to row 7.

 

9

SOLE DISPOSITIVE POWER
77,791 shares directly held by ECP.  EMC, the general partner of EM, may be deemed to have sole dispositive power over the shares held by ECP.  

 

10

SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

77,791 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

.40%

14

TYPE OF REPORTING PERSON*

PN




CUSIP NO. 205859101

13D

Page 5 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

EnerTech Management Company Manager LLC (“EMCM”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
77,791 shares directly held by ECP.  EMCM, the general partner of EMC, may be deemed to have sole voting power over the shares held directly by ECP.

 

8

SHARED VOTING POWER
See response to row 7.

 

9

SOLE DISPOSITIVE POWER

77,791 shares directly held by ECP.  EMCM, the general partner of EMC, may be deemed to have sole dispositive power over the shares held directly by ECP.

 

10

SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

77,791 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

.40%

14

TYPE OF REPORTING PERSON*

OO




CUSIP NO. 205859101

13D

Page 6 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

EnerTech Capital Holding Company L.P. (“ECHC”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
2,018 shares directly held by ECHC, except that EnerTech Capital Holding Company Manager LLC (“ECHCM”), the general partner of ECHC, may be deemed to have sole voting power, and Scott B. Ungerer (“Ungerer”) and William G. Kingsley (“Kingsley”), the members of the executive board of ECHCM, may be deemed to have shared power to vote these shares.

 

8

SHARED VOTING POWER
See response to row 7.

 

9

SOLE DISPOSITIVE POWER
2,018 shares directly held by ECHC, except that ECHCM, the general partner of ECHC, may be deemed to have sole dispositive power, and Ungerer and Kingsley, the members of the executive board of ECHCM, may be deemed to have shared power to dispose of these shares.

 

10

SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,018 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

.01%

14

TYPE OF REPORTING PERSON*

PN




CUSIP NO. 205859101

13D

Page 7 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

EnerTech Capital Holding Company Manager LLC (“ECHCM”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
2,018 shares directly held by ECHC.  ECHCM is the general partner of ECHC and may be deemed to have sole voting power over the shares held by ECHC.

 

8

SHARED VOTING POWER
See response to row 7.

 

9

SOLE DISPOSITIVE POWER
2,018  shares directly held by ECHC.  ECHCM is the general partner of ECHC and may be deemed to have sole dispositive power over the shares held by ECHC.

 

10

SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,018  shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

.01%

14

TYPE OF REPORTING PERSON*

OO




CUSIP NO. 205859101

13D

Page 8 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

EnerTech Capital Partners II, L.P. (“ECP II”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
1,520,654 shares directly held by ECP II, except that ECP II Management L.P. (“EM II LP”), the general partner of ECP II, and  ECP II Management LLC (“EM II LLC”), the general partner of EM II LP, may be deemed to have sole voting power, and Scott B. Ungerer (“Ungerer”), William G. Kingsley (“Kingsley”), Robert E. Keith (“Keith”) and Mark J. DeNino (“DeNino”), the members of the executive board of EM II LLC, may be deemed to have shared power to vote these shares.

 

8

SHARED VOTING POWER
See response to row 7.

 

9

SOLE DISPOSITIVE POWER
1,520,654 shares directly held by ECP II, except that EM II LP, the general partner of ECP II, and  EM II LLC, the general partner of EM II LP, may be deemed to have sole dispositive power, and Ungerer, Kingsley, Keith and DeNino, the members of the executive board of EM II LLC, may be deemed to have shared power to dispose of these shares.

 

10

SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,520,654 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

7.79%

14

TYPE OF REPORTING PERSON*

PN




CUSIP NO. 205859101

13D

Page 9 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ECP II Management L.P. (“EM II LP”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
1,520,654 shares directly held by ECP II.  EM II LP is the general partner of ECP II and may be deemed to have sole voting power over the shares held by ECP II.

 

8

SHARED VOTING POWER
See response to row 7.

 

9

SOLE DISPOSITIVE POWER
1,520,654 shares directly held by ECP II.  EM II LP is the general partner of ECP II and may be deemed to have sole dispositive power over the shares held by ECP II.

 

10

SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,520,654 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

7.79%

14

TYPE OF REPORTING PERSON*

PN




CUSIP NO. 205859101

13D

Page 10 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ECP II Interfund L.P. (“EI II”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
58,007 shares, except that ECP II Management LLC (“EM II LLC”), the general partner of EI II, may be deemed to have sole voting power, and Scott B. Ungerer (“Ungerer”), William G. Kingsley (“Kingsley”), Robert E. Keith (“Keith”) and Mark J. DeNino (“DeNino”), the members of the executive board of EM II LLC, may be deemed to have shared power to vote these shares.

 

8

SHARED VOTING POWER
See response to row 7.

 

9

SOLE DISPOSITIVE POWER
58,007 shares, except that EM II LLC, the general partner of EI II, may be deemed to have sole dispositive power, and Ungerer, Kingsley, Keith and DeNino, the members of the executive board of EM II LLC, may be deemed to have shared power to dispose of these shares.

 

10

SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

58,007 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

.30%

14

TYPE OF REPORTING PERSON*

PN




CUSIP NO. 205859101

13D

Page 11 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ECP II Management LLC (“EM II LLC”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
1,578,661 shares, of which 1,520,654 shares are owned directly by ECP II and 58,007 shares are owned directly by EI II. EM II LLC is the general partner of EM II LP and the general partner of EI II and may be deemed to have sole voting power over the shares held by ECP II and EI II.  

 

8

SHARED VOTING POWER
See response to row 7.

 

9

SOLE DISPOSITIVE POWER

1,578,661 shares, of which 1,520,654 shares are owned directly by ECP II and 58,007 shares are owned directly by EI II. EM II LLC is the general partner of EM II LP and the general partner of EI II and may be deemed to have sole dispositive power over the shares held by ECP II and EI II.  

 

10

SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,578,661 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

8.09%

14

TYPE OF REPORTING PERSON*

OO




CUSIP NO. 205859101

13D

Page 12 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Scott B. Ungerer (“Ungerer”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
2,680 shares  (includes 1,406 shares subject to options that are exercisable within 60 days of 12/12/07)

 

8

SHARED VOTING POWER
1,658,470 shares, of which 1,520,654 shares are owned directly by ECP II, 58,007 shares are owned directly by EI II, 77,791 shares are directly owned by ECP and 2,018 shares are directly owned by ECHC. Ungerer, a member of the executive boards of EM II LLC, EMCM and ECHCM may be deemed to have shared power to vote these shares.

 

9

SOLE DISPOSITIVE POWER
2,680 shares  (includes 1,406 shares subject to options that are exercisable within 60 days of 12/12/07)

 

10

SHARED DISPOSITIVE POWER
1,658,470 shares, of which 1,520,654 shares are owned directly by ECP II, 58,007 shares are owned directly by EI II, 77,791 shares are directly owned by ECP and 2,018 shares are directly owned by ECHC. Ungerer, a member of the executive boards of EM II LLC, EMCM and ECHCM may be deemed to have shared power to dispose of these shares.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,661,150 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

8.51%

14

TYPE OF REPORTING PERSON*

IN




CUSIP NO. 205859101

13D

Page 13 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

William G. Kingsley (“Kingsley”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
0 shares.

 

8

SHARED VOTING POWER
1,658,470 shares, of which 1,520,654 shares are owned directly by ECP II, 58,007 shares are owned directly by EI II, 77,791 shares are directly owned by ECP and 2,018 shares are directly owned by ECHC. Kingsley, a member of the executive boards of EM II LLC, EMCM and ECHCM may be deemed to have shared power to vote these shares.

 

9

SOLE DISPOSITIVE POWER
0 shares.

 

10

SHARED DISPOSITIVE POWER
1,658,470 shares, of which 1,520,654 shares are owned directly by ECP II, 58,007 shares are owned directly by EI II, 77,791 shares are directly owned by ECP and 2,018 shares are directly owned by ECHC. Kingsley, a member of the executive boards of EM II LLC, EMCM and ECHCM may be deemed to have shared power to dispose of these shares.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,658,470 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

8.50%

14

TYPE OF REPORTING PERSON*

IN




CUSIP NO. 205859101

13D

Page 14 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Robert E. Keith (“Keith”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
0 shares.

 

8

SHARED VOTING POWER
1,658,470 shares, of which 1,520,654 shares are owned directly by ECP II, 58,007 shares are owned directly by EI II and 77,791 shares are directly owned by ECP.  Keith, a member of the executive boards of EM II LLC and EMCM, may be deemed to have shared power to vote these shares.

 

9

SOLE DISPOSITIVE POWER
0 shares.

 

10

SHARED DISPOSITIVE POWER
1,658,470 shares, of which 1,520,654 shares are owned directly by ECP II, 58,007 shares are owned directly by EI II and 77,791 shares are directly owned by ECP. Keith, a member of the executive boards of EM II LLC and EMCM, may be deemed to have shared power to dispose of these shares.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,658,470 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

8.50%

14

TYPE OF REPORTING PERSON*

IN




CUSIP NO. 205859101

13D

Page 15 of 19




1

NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Mark J. DeNino (“DeNino”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[  ]

(b)

[X]

3

SEC USE ONLY

4

SOURCE OF FUNDS* OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER
0 shares.

 

8

SHARED VOTING POWER
1,658,470 shares, of which 1,520,654 shares are owned directly by ECP II, 58,007 shares are owned directly by EI II and 77,791 shares are directly owned by ECP. DeNino, a member of the executive boards of EM II LLC and EMCM, may be deemed to have shared power to vote these shares.

 

9

SOLE DISPOSITIVE POWER
0 shares.

 

10

SHARED DISPOSITIVE POWER
1,658,470 shares, of which 1,520,654 shares are owned directly by ECP II, 58,007 shares are owned directly by EI II and 77,791 shares are directly owned by ECP. DeNino, a member of the executive boards of EM II LLC and EMCM, may be deemed to have shared power to dispose of these shares.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,658,470 shares.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

8.50%

14

TYPE OF REPORTING PERSON*

IN






This Amendment No. 1 to the Schedule 13D that was filed on  August 2, 2007 (the “Original Schedule 13D”) is being filed to report the sale by certain of the Reporting Persons of Issuer’s Common Stock in a secondary offering on December 12, 2007 of an aggregate (the “Secondary Sale”).   Only those items for which there has been a change since the Original Schedule 13D are included in this Amendment No. 1.



Item 3.  Source and Amount of Funds or Other Consideration.  Not applicable to the Secondary Sale.

Item 4.  Purpose of Transaction.  Not applicable to the Secondary Sale.

Item 5.  Interest in Securities of the Issuer

(a) – (b)

See Rows 5-9 and 11 of the cover page for each Reporting Person.

(c)  

There were no transactions by the Reporting Persons of Issuer’s Common Stock in the last 60 days other than the Secondary Sale described below.  

Name

 

Date

 

Number of Shares Sold

  

Price

Enertech Capital Partners, L.P.

 

12/12/07

 

45,094

  

$29

Enertech Capital Partners II, L.P.

 

12/12/07

 

796,638

  

$29

ECP Interfund II, L.P.

 

12/12/07

 

30,387

  

$29

Enertech Capital Holding Company

 

12/12/07

 

1,170

  

$29


(d)

Not applicable.

(e)

Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Certain of the Issuer's stockholders, including certain Reporting Persons, entered into a registration rights agreement with the Issuer regarding registration of Issuer's Common Stock (the “Amended and Restated Registration Rights Agreement”).  Such Amended and Restated Registrations Rights Agreement also required stockholders who were a party to such agreement, including certain of the Reporting Persons, to enter into lock-up agreements (the “Secondary Sale Lock-up Agreement”) pursuant to which they agreed, not to sell, transfer, hedge or perform similar transactions with respect to Issuer’s remaining common stock beneficially owned by them for a specified period following the date of the underwriting agreement effecting a sale of securities pursuant to such Amended and Restated Registration Rights Agreement, except in limited circumstances.  The Secondary Sale Lock-up Agreement also contains provisions for extending the lock-up period under certain circumstances. Certain of the Reporting Persons are parties to the underwriting agreement (the “Underwriting Agreement”) effecting the Secondary Sale described herein.


Ungerer, one of the Reporting Persons, has received certain stock option grants and a restricted stock grant in connection with his service as member of the Board of Directors of Issuer.  Such restricted stock grant and shares exercisable within 60 days of December 12, 2007 pursuant to such options are reflected under sole voting and dispositive power rows on Ungerer’s individual chart page.


Other than as described in the Original Schedule 13D and this Amendment No. 1, the Reporting Persons are not parties to any other contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.







Item 7.  Material to Be Filed as Exhibits to this Amendment No. 1


Exhibit No.

Description

1.1

Underwriting Agreement entered into by and among the Issuer, the underwriters and certain stockholders (incorporated by reference to Exhibit 1.1 of the Comverge, Inc. Form S-1 filed on October 22, 2007).

10.1

Amended and Restated Registration Rights Agreement dated as of October 16, 2007 by and among Comverge, Inc. and certain stockholder (incorporated by reference to Exhibit 10.41 of the Comverge, Inc.  Form S-1 filed on October 22, 2007). 

10.2

Lock-Up Agreement entered into by and among the underwriters and certain of the Issuer’s stockholders (incorporated by reference to Exhibit B of Exhibit 10.41 of the Comverge, Inc. Form S-1 filed on October 22, 2007).

  
  






SIGNATURES


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



Date: December 19, 2007

 
 

ENERTECH CAPITAL PARTNERS, L.P.

 

By:  EnerTech Management, L.P.,
its General Partner

 

By:  EnerTech Management Company, L.P., its General Partner

 

By: EnerTech Management Company Manager, LLC, its General Partner

 

By:    /s/    Phyllis Reid                     

Phyllis Reid, Attorney-in-Fact

  
 

ENERTECH MANAGEMENT, L.P.

 

By:  EnerTech Management Company, L.P., its General Partner

 

By:  EnerTech Management Company Manager, LLC, its General Partner

 

By:   /s/    Phyllis Reid                     

Phyllis Reid, Attorney-in-Fact

  
 

ENERTECH MANAGEMENT COMPANY L.P.

 

By: EnerTech Management Company Manager LLC, its General Partner

 

By:   /s/    Phyllis Reid                     

Phyllis Reid, Attorney-in-Fact

  
 

ENERTECH MANAGEMENT COMPANY MANAGER LLC

 

By:   /s/    Phyllis Reid                     

Phyllis Reid, Attorney-in-Fact

  
 

ENERTECH CAPITAL HOLDING COMPANY L.P.

 

By: EnerTech Capital Holding Company Manager LLC, its General Partner

 

By:   /s/    Phyllis Reid                     

Phyllis Reid, Attorney-in-Fact

  
 

ENERTECH CAPITAL HOLDING COMPANY MANAGER LLC

 

By:   /s/    Phyllis Reid                     

Phyllis Reid, Attorney-in-Fact

  
 

ENERTECH CAPITAL PARTNERS II, L.P.

 

By:  ECP II Management L.P.,
its General Partner

 

By:  ECP II Management LLC, its General Partner

 

By:   /s/    Phyllis Reid                     

Phyllis Reid, Attorney-in-Fact

  







 

ECP II MANAGEMENT L.P.

 

By:  ECP II Management LLC, its General Partner

 

By:   /s/    Phyllis Reid                     

Phyllis Reid, Attorney-in-Fact

  
 

ECP II MANAGEMENT LLC

 

By:   /s/    Phyllis Reid                     

Phyllis Reid, Attorney-in-Fact

  
 

ECP II INTERFUND L.P.

 

By:  ECP II Management, LLC, its General Partner

 

By:   /s/    Phyllis Reid                     

Phyllis Reid, Attorney-in-Fact

  
 

SCOTT B. UNGERER

 

By:   /s/    Phyllis Reid                     

Phyllis Reid, Attorney-in-Fact

  
 

WILLIAM KINGSLEY

 

By:   /s/    Phyllis Reid                     

Phyllis Reid, Attorney-in-Fact

  
 

ROBERT E. KEITH

 

By:   /s/    Pamela Strisofsky            

Pamela Strisofsky, Attorney-in-Fact

  
 

MARK J. DENINO

 

By:   /s/    Pamela Strisofsky            

Pamela Strisofsky, Attorney-in-Fact

  
  




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