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^*

Musser Dean W.

(Last)

(First)

(Middle)

120 EAGLE ROCK AVENUE

SUITE 190

(Street)

EAST HANOVER

07936

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Pre&COOofEnerwiseGlob.Tec. Inc

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2007

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	12/12/2007		S		21,983	D	$29	37,924⁽¹⁾⁽²⁾⁽³⁾	D

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. The reporting person acquired these securities on July 23, 2007, as consideration for the reporting person's common stock of Enerwise Global Technologies, Inc. ("Enerwise"), which Issuer acquired by merger of Enerwise with and into Issuer's wholly owned subsidiary Comverge Eagle, Inc. effective on July 23, 2007 (the "Merger"). The merger agreement provides that certain former shareholders of Enerwise, including the reporting person, will have the right to receive additional shares of Issuer's common stock if the Enerwise business unit meets certain performance targets for the year ending December 31, 2007. The total number of such additional shares, initially 191,183, is subject to certain contingent working capital and indemnification adjustments as provided in the merger agreement. (continue with footnote 2)

2. Under the terms of the merger agreement, these additional shares are to be held in escrow until the satisfaction of the performance contingency described above, at which time any shares remaining in escrow (after any of the contingent adjustments described above) will be released to the former shareholders of Enerwise in accordance with certain percentages specified in the paying agent agreement among the parties to the merger agreement. Upon satisfaction of the performance contingency described above, the reporting person is eligible to receive 4.68% of shares then held in escrow. (continue with footnote 3)

3. The reporting person's right to receive additional shares described above became fixed and irrevocable on July 23, 2007, the effective date of the merger.

	/s/ Deborah Nygren, Attorney in Fact	12/14/2007
	** 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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