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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* HUGHES J WINDER (Last) (First) (Middle) PO BOX 389 (Street) PONTE VEDRA FL 32004 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol THERMOENERGY CORP [ TMEN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/21/2009
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	11/27/2009		P		65,000	A	$0.3	3,365,000	I	See footnote.(1)
Common Stock(1)	11/30/2009		P		15,000	A	$0.31	3,380,000	I	See footnote.(1)
Common Stock(1)	12/01/2009		P		20,000	A	$0.32	3,400,000	I	See footnote.(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note(1)	$0.3	08/21/2009		P		2,000,000		08/21/2009	12/31/2011	Common Stock	2,000,000	$600,000	2,000,000	I	See footnote.(1)
Common Stock Purchase Warrant(1)	$0.5	08/21/2009		P		2,400,000		08/21/2009	07/31/2014	Common Stock	2,400,000	$0	2,400,000	I	See footnote.(1)
Convertible Note(1)(2)	$0.3	09/28/2009		J(2)			2,000,000	08/21/2009	12/31/2011	Common Stock	2,000,000	$600,000	0	I	See footnote.(1)
Convertible Note(1)(2)	$0.24	09/28/2009		J(2)		2,500,000		09/28/2009	12/31/2011	Common Stock	2,500,000	$600,000	2,500,000	I	See footnote.(1)
Common Stock Purchase Warrant(1)(3)	$0.75	09/28/2009		J(3)			500,000	08/23/2009	12/31/2010	Common Stock	500,000	$0	0	I	See footnote.(1)
Common Stock Purchase Warrant(1)(3)	$0.5	09/28/2009		J(3)		500,000		09/28/2009	12/31/2010	Common Stock	500,000	$0	500,000	I	See footnote.(1)
Common Stock Purchase Warrant(1)(4)	$0.54	09/28/2009		J(4)			600,000	06/17/2009	06/30/2014	Common Stock	600,000	$0	0	I	See footnote.(1)
Common Stock Purchase Warrant(1)(4)	$0.5	09/28/2009		J(4)		600,000		09/28/2009	06/30/2014	Common Stock	600,000	$0	500,000	I	See footnote.(1)
Common Stock Purchase Warrant(1)	$0.5	11/19/2009		P		500,000		11/19/2009	11/30/2014	Common Stock	500,000	$0	500,000	I	See footnote.(1)
Common Stock Purchase Warrant(1)	$0.24	11/19/2009		P		458,333		11/19/2009	11/30/2014	Common Stock	458,333	$0	458,333	I	See footnote.(1)
Convertible Note(1)(5)	$0.24	11/19/2009		C(5)			2,500,000	09/28/2009	12/31/2011	Common Stock	2,500,000	$600,000	0	I	See footnote.(1)
Series B Convertible Preferred Stock(1)(5)	$0.24	11/19/2009		C(5)		256,082		11/19/2009	(5)	Common Stock	2,560,820	$2.4	256,082	I	See footnote.(1)

Explanation of Responses:

1. These securities are held by Focus Fund LP. Mr. Hughes is the principal of the Investment Manager of such fund and he disclaims ownership of the securities held by Focus Fund LP except to the extent of his pecuniary interest in Focus Fund LP.

2. On September 28, 2009, the Issuer's 8% Secured Convertible Promissory Note in the principal amount of $600,000 held by Focus Fund LP was amended to change the conversion price from $0.30 per share to $0.24 per share.

3. On September 28, 2009, the Warrant, originally issued August 23, 2007, was amended to change the exercise price from $0.75 per share to $0.50 per share.

4. On September 28, 2009, the Warrant, originally issued June 17, 2009, was amended to change the exercise price from $0.54 per share to $0.50 per share.

5. On November 19, 2009, Focus Fund LP entered into a Securities Purchase Agreement with the Issuer, pursuant to which the Issuer issued and sold to Focus Fund LP 256,082 shares of the Issuer's Series B Convertible Preferred Stock in consideration of the cancellation of the principal and all accrued interest on the Issuer's Convertible Note held by Focus Fund LP. The shares of Series B Convertible Preferred Stock were issued at a price of $2.40 per share. Each share of Series B Convertible Preferred Stock is convertible, at any time at the election of the holder, into ten shares of Common Stock.

	/s/ J. Winder Hughes III	12/04/2009
	** Signature of Reporting Person	Date
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