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^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

C/O SPENCER TRASK VENTURES, INC.

535 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/02/2007

3. Issuer Name and Ticker or Trading Symbol
THERMOENERGY CORP [ TMEN.OB ]

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

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

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	2,410,867	I	See footnotes.⁽¹⁾⁽²⁾
Common Stock	25,000	I	See footnotes.⁽¹⁾⁽²⁾

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)
Common Stock Purchase Warrant	⁽³⁾	05/31/2013	Common Stock	2,417,539⁽⁴⁾	$0.5	I	See Footnotes.⁽¹⁾⁽²⁾
Convertible Promissory Note	⁽⁵⁾	05/31/2010	Common Stock	1,949,840.7⁽⁶⁾	$0.5	I	See footnotes.⁽¹⁾⁽²⁾
Common Stock Purchase Warrant	⁽³⁾	05/31/2013	Common Stock	50,000⁽⁷⁾	$0.5	I	See Footnotes.⁽¹⁾⁽²⁾

Explanation of Responses:

1. Pursuant to the Agreement for the Purchase and Sale of Securities entered into on July 2, 2007 by and among CASTion Corporation, a Massachusetts corporation ("CASTion") and six investment funds, including Spencer Trask Specialty Group, LLC ("STSG") and Spencer Trask Private Equity Accredited Fund III, LLC ("Accredited Fund"), both of which are affiliates of the Reporting person, ThermoEnergy (the "Company") acquired shares of the preferred stock of CASTion representing, in the aggregate, 90.31% of the total issued and outstanding shares of CASTion's common stock on an as-converted basis and promissory notes in the aggregate principal amount of $2,000,000 and other debt obligations of CASTion. In consideration for the preferred stock and debt of CASTion, pursuant to the Agreement for the Purchase and Sale of Securities, on July 2, 2007, the Company paid the following consideration to STSG:

2. (i) 2,410,867 shares of the Company's common stock, (ii) Warrants to purchase up to 2,417,539 shares of the Company's common stock at an exercise price of $0.50 per share and (iii) Convertible Promissory Notes of the Company in the principal amount of $1,949,840.70; and the following consideration to Accredited Fund: (i) 25,000 shares of the Company's common stock and (ii) Warrants to purchase up to 50,000 shares of the Company's common stock at an exercise price of $0.50 per share. The Reporting Person is the non-member manager and indirectly the principal owner of STSG, a Delaware limited liability company. The Reporting Person is approximately an 80% owner of the entity that is a 100% owner of the manager of Accredited Fund. The Reporting person disclaims beneficial ownership of the securities held by Accredited Fund except to the extent of his pecuniary interest therein.

3. The Common Stock Purchase Warrants of the Company (the "Warrants") may be exercised at any time on or before May 31, 2013 for shares of the Company's common stock at an exercise price of $0.50 per share, subject to the Company's right to accelerate the expiration date if, at any time after July 2, 2009, the market price for the Company's common stock equals or exceeds 200% of the market price on July 2, 2007 ($1.39 per share) for a period of thirty consecutive trading days.

4. Warrants for the purchase of up to 2,417,539 shares of the Company's common stock at an exercise price of $0.50 per share.

5. The Convertible Promissory otes of the Company (the "Notes") are due May 31, 2010. The outstanding principal and accrued interest on the Notes are convertible, at any time at the election of the holders, into shares of the Company's common stock at the rate of $0.50 per share.

6. The Notes in the principal amount of $1,949,840.70 are convertible into 3,899,681 shares of the Company's common stock.

7. Warrants for the purchase of up to 50,000 shares of the Company's common stock at an exercise price of $0.50 per share.

	/s/ Kevin Kimberlin	03/26/2008
	** 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).
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