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^*

Ungerer Scott B

(Last)

(First)

(Middle)

BUILDING D SUITE 105

625 W. RIDGE PIKE

(Street)

CONSHOHOCKEN

19428

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2011

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	09/14/2011		J⁽¹⁾		77,791	D	$0	0	I	See Footnote.⁽²⁾
Common Stock								1,520,654	I	See Footnote.⁽³⁾
Common Stock								58,007	I	See Footnote.⁽⁴⁾
Common Stock								2,018	I	See Footnote.⁽⁵⁾
Common Stock								36,014⁽⁶⁾	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. Pro-rata distribution from Enertech Capital Partners L.P. ("ECP") to the partners of ECP.

2. The reportable securities were owned directly by ECP. Mr. Ungerer, a director of the Issuer, together with EnerTech Management, L.P., the general partner of ECP LP, EnerTech Management Company, L.P., the general partner of EnerTech Management L.P., EnerTech Management Company Manager, LLC, the general partner of EnerTech Management Company, L.P., and the other members of the executive board of EnerTech Management Company Manager, LLC, may be deemed to share voting and dispositive power over the shares held by ECP LP. Mr. Ungerer disclaims beneficial ownership of shares held by ECP LP except to the extent of any pecuniary interest therein.

3. The reportable securities are owned directly by EnerTech Capital Partners II L.P. ("ECP II"). Mr. Ungerer, a director of the Issuer, together with ECP II Management LLC, the general partner of ECP II Management L.P., ECP II Management L.P. the general partner of ECP II L.P., and the other 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. Mr. Ungerer disclaims beneficial ownership of shares held by ECP II LP except to the extent of any pecuniary interest therein.

4. The reportable securities are owned directly by ECP II Interfund L.P. ("ECP II Interfund"). Mr. Ungerer, a director of the Issuer, together with ECP II Management LLC, the general partner of ECP II Interfund, and the other 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. Mr. Ungerer disclaims beneficial ownership of shares held by ECP II Interfund except to the extent of any pecuniary interest therein.

5. The reportable securities are owned directly by EnerTech Capital Holding Company L.P. ("ECHC"). Mr. Ungerer, a director of the Issuer, is a member of the executive board of EnerTech Capital Holding Company Manager LLC ("ECHCM"), which is the general partner of ECHC and may be deemed to share voting and dispositive power over the shares held by ECHC with the other members of the executive board and ECHCM. Mr. Ungerer disclaims beneficial ownership of shares held by ECHC except to the extent of any pecuniary interest therein.

6. Mr. Ungerer, a director of the Issuer, is a member of the executive board of EnerTech Capital Holding Company Manager LLC ("ECHCM"), which is the general partner of EnerTech Capital Holding Company, L.P. ("ECHC"). Under ECHC's partnership agreement, Mr. Ungerer is deemed to hold the reported common stock for the benefit of ECHC, which is entitled to hold the shares upon issuance. ECHC may be deemed the indirect beneficial owner of the shares, and Mr. Ungerer may be deemed the indirect beneficial owner of the subject common stock through his indirect interest in ECHC. Mr. Ungerer disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

	/s/ Scott Ungerer	09/16/2011
	** 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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