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^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

C/O SPENCER TRASK VENTURES, INC.

535 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2008

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	07/10/2008		X		1,217,934⁽¹⁾	A	$0.5⁽³⁾	3,628,801	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock								25,000	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

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)
Common Stock Purchase Warrant	$0.5	07/10/2008		X			2,417,539	⁽²⁾	05/31/2013	Common Stock	2,417,539⁽³⁾	$0.5	0	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Convertible Promissory Note	$0.5							⁽⁷⁾	05/31/2010	Common Stock	4,252,015⁽⁸⁾		4,252,015	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$0.5							⁽²⁾	05/31/2013	Common Stock	50,000⁽⁹⁾		50,000	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. The shares of common stock were acquired pursuant to a cashless exercise of the Common Stock Purchase Warrant of the Company held by STSG (defined below) as of July 10, 2008.

2. 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 its market price on July 2, 2007 (i.e., $1.39 per share) for a period of 30 consecutive trading days.

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

4. Pursuant to the Agreement for the Purchase and Sale of Securities entered into as of 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 related persons of the Reporting Person, ThermoEnergy Corporation (the "Company") acquired from such funds shares of the preferred stock of CASTion representing, in the aggregate, 90.31% of the 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.

5. In consideration for the preferred stock and debt of CASTion, pursuant to the Agreement for the Purchase and Sale of Securities, the Company issued the following to STSG: (i) 2,410,867 shares of the Company's common stock; (ii) a warrant 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) a convertible promissory note of the Company in the principal amount of $1,949,841, and the following to Accredited Fund: (i) 25,000 shares of the Company's common stock; and (ii) a warrant to purchase up to 50,000 shares of the Company's common stock at an exercise price of $0.50 per share.

6. The Reporting Person is the non-member manager and indirectly the principal owner of STSG, a Delaware limited liability company. The Reporting Person is indirectly the 100% owner of the manager of Accredited Fund. The Reporting Person disclaims beneficial ownership of the securities held by each fund, except to the extent of any pecuniary interest therein.

7. The convertible promissory note of the Company (the "Note") is due May 31, 2010. The outstanding principal and accrued and unpaid and/or deferred interest on the Note are convertible, at any time at the election of the holder, into shares of the Company's common stock at a price of $0.50.

8. The Note's principal amount of $1,949,841, together with accrued and unpaid and/or deferred interest of $176,167, were convertible, as of July 21, 2008, into 4,252,015 shares of the Company's common stock.

9. A warrant to purchase up to 50,000 shares of the Company's common stock at an exercise price of $0.50 per share.

	/s/ Kevin B. Kimberlin	07/22/2008
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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