SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Smith Matthew Harnden

(Last)

(First)

(Middle)

3950 SHACKLEFORD RD., STE. 400

(Street)

DULUTH

30096

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2008

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and General Counsel

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	01/03/2012	Common Stock	2,188	$0.58	D
Stock Option (Right to Buy)	⁽²⁾	12/07/2012	Common Stock	3,438	$0.82	D
Stock Option (Right to Buy)	⁽³⁾	06/20/2013	Common Stock	1,250	$4	D
Stock Option (Right to Buy)	⁽⁴⁾	04/12/2014	Common Stock	7,353	$18	D
Stock Option (Right to Buy)	⁽⁵⁾	08/08/2011	Common Stock	1,738	$32.96	D
Stock Option (Right to Buy)	⁽⁶⁾	12/11/2014	Common Stock	10,000	$29.06	D

Explanation of Responses:

1. 1,250 options vested on January 4, 2006, and the remaining options vest over three years at a rate of one-twelfth at the end of each three-month period, which period commenced January 4, 2006. The original grant totaled 5,000 options, of which 2,812 were previously exercised and 625 are currently vested and exercisable.

2. Options vest over four years at a rate of one-sixteenth at the end of each three-month period, which period commenced December 8, 2005. The original grant totaled 5,000 options, of which 1,562 were previously exercised and 938 are currently vested and exercisable.

3. Options vest over two years at a rate of one-eighth at the end of each three-month period, which period commenced June 20, 2006. The original grant totaled 2,000 options, of which 750 were previously exercised and 750 are currently vested and exercisable.

4. Options vest over four years at a rate of one-sixteenth at the end of each three-month period, which period commenced April 12, 2007. The original grant totaled 7,353 shares, none of which have been previously exercised, and 919 of these options are currently vested and exercisable.

5. Options vest over one year at a rate of one-fourth at the end of each three-month period, which period commenced August 8, 2007. The original grant totaled 1,738 shares, none of which have been previously exercised, and 434 of these options are currently vested and exercisable.

6. Options vest over four years at a rate of one-sixteenth at the end of each three-month period, which period commenced December 11, 2007.

	/s/ Matthew H. Smith	01/11/2008
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.