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*
EnerTech Capital Partners II, L.P.

(Last) (First) (Middle)
435 DEVON PARK DR, BUILDING 700

(Street)
WAYNE PA 19087

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 07/23/2007 J 372,549 A (1) 2,317,290 D(3)
Common Stock 07/23/2007 J 14,211 A (2) 88,394 D(4)
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
Subordinated Convertible Debenture $33.435 07/23/2007 J 1 07/23/2008 04/01/2009 Common Stock 148,039 (1) 1 D(3)
Subordinated Convertible Debenture $33.435 07/23/2007 J 1 07/23/2008 04/01/2009 Common Stock 5,647 (2) 1 D(4)
1. Name and Address of Reporting Person*
EnerTech Capital Partners II, L.P.

(Last) (First) (Middle)
435 DEVON PARK DR, BUILDING 700

(Street)
WAYNE PA 19087

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ECP II Interfund, L.P.

(Last) (First) (Middle)
435 DEVON PARK DR, BUILDING 700

(Street)
WAYNE PA 19087

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kingsley William G

(Last) (First) (Middle)
435 DEVON PARK DR, BUILDING 700

(Street)
WAYNE PA 19087

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ECP II Management, L.P.

(Last) (First) (Middle)
435 DEVON PARK DR, BUILDING 700

(Street)
WAYNE PA 19087

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ECP II Management, LLC

(Last) (First) (Middle)
435 DEVON PARK DR, BUILDING 700

(Street)
WAYNE PA 19087

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KEITH ROBERT E JR

(Last) (First) (Middle)
700 BUILDING
435 DEVON PARK DR

(Street)
WAYNE PA 19087-1945

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DENINO MARK J

(Last) (First) (Middle)
700 BUILDING
435 DEVON PARK DRIVE

(Street)
WAYNE PA 19807

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Common Stock and Subordinated Convertible Debentures, as well as additional cash and up to 55,664 shares subject to an earn-out agreement, were received in connection with the merger of Enerwise Global Technologies, Inc. ("Enerwise") into Issuer (the "Merger") in exchange for 4,816,280 shares of Enerwise Common Stock and 11,010,758 shares of Series C Preferred Stock. Immediately prior to the effective date of the Merger, the stock of Enerwise was privately held, and on the effective date of the Merger the closing price of Issuer's Common Stock was $34.23 per share.
2. Common Stock and Subordinated Convertible Debentures, as well as additional cash and up to 2,123 shares subject to an earn-out agreement, were received in connection with the merger of Enerwise Global Technologies, Inc. ("Enerwise") into Issuer (the "Merger") in exchange for 183,720 shares of Enerwise Common Stock and 420,011 shares of Series C Preferred Stock. Immediately prior to the effective date of the Merger, the stock of Enerwise was privately held, and on the effective date of the Merger the closing price of Issuer's Common Stock was $34.23 per share.
3. See Exhibit 99.1. Shares are held by EnerTech Capital Partners II L.P. ("ECP II LP"). ECP II Management L.P., the general partner of ECP II LP, ECP II Management LLC, the general partner of ECP II Management L.P., and William G. Kingsley, Scott B. Ungerer, Robert E. Keith, Jr., and Mark J. DeNino, the 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. Such persons and entities disclaim beneficial ownership of shares held by ECP II LP except to the extent of any pecuniary interest therein.
4. See Exhibit 99.1. Shares are held by ECP II Interfund L.P. ("ECP II Interfund"). ECP II Management LLC, the general partner of ECP II Interfund, and Scott B. Ungerer, William G. Kingsley, Robert E. Keith, Jr., and Mark J. DeNino, the 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. Such persons and entities disclaim beneficial ownership of shares held by ECP II Interfund except to the extent of any pecuniary interest therein.
Remarks:
ENERTECH CAPITAL PARTNERS II, L.P. By: ECP II Management L.P., its General Partner By: ECP II Management LLC, its General Partner By: /s/Phyllis Reid Phyllis Reid, Attorney-in-Fact ECP II MANAGEMENT L.P. By: ECP II Management LLC, its General Partner By: /s/Phyllis Reid Phyllis Reid, Attorney-in-Fact ECP II MANAGEMENT LLC By: /s/Phyllis Reid Phyllis Reid, Attorney-in-Fact ECP II INTERFUND L.P. By: ECP II Management, LLC, its General Partner By: /s/Phyllis Reid Phyllis Reid, Attorney-in-Fact WILLIAM KINGSLEY By: /s/Phyllis Reid Phyllis Reid, Attorney-in-Fact ROBERT E. KEITH By: /s/Pamela Strisofsky Pamela Strisofsky, Attorney-in-Fact MARK J. DENINO By: /s/Pamela Strisofsky Pamela Strisofsky, Attorney-in-Fact
/s/ Phyllis Reid By Phyllis Reid as Attorney-in-Fact 07/24/2007
/s/ Pamela Strisofsky By Pamela Strisofsky as Attorney-in-Fact 07/24/2007
** 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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