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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Comverge, Inc. [ COMV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/07/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 12/07/2007 | S | 796,638 | D | $29 | 1,520,654 | I | See Footnote(1) | ||
Common Stock | 12/07/2007 | S | 30,387 | D | $29 | 58,007 | I | See Footnote(2) | ||
Common Stock | 12/07/2007 | S | 45,094 | D | $29 | 77,791 | I | See Footnote(3) | ||
Common Stock | 12/07/2007 | S | 1,170 | D | $29 | 2,018 | I | See Footnote(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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. 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. |
2. 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. |
3. See Exhibit 99.1. Shares of Common Stock are directly held by EnerTech Capital Partners L.P. ("ECP L.P."). 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 Scott B. Ungerer, William G. Kingsley, Robert E. Keith and Mark J. DeNino, the 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. Such persons and entities disclaim beneficial ownership of shares held by ECP LP except to the extent of any pecuniary interest therein. |
4. See Exhibit 99.1. Shares of Common Stock are directly held EnerTech Capital Holding Company, L.P. ("ECHC"). EnerTech Capital Holding Company Manager, LLC, the general partner of ECHC, and Scott B. Ungerer and William G. Kingsley, the members of the executive board of EnerTech Capital Holding Company Manager, LLC, may be deemed to share voting and dispositive power over the shares held by ECHC. Such persons and entities disclaim beneficial ownership of shares held by ECHC except to the extent of any pecuniary interest therein. |
/s/ Phyllis Reid, Attorney-in-Fact, EnerTech Capital Holding Company Manager, LLC, its General Partner for ENERTECH CAPITAL HOLDING COMPANY, L.P. | 12/12/2007 | |
/s/ Phyllis Reid, Attorney-in-Fact for ENERTECH CAPITAL HOLDING COMPANY MANAGER, LLC | 12/12/2007 | |
/s/ Phyllis Reid, Attorney-in-Fact for WILLIAM KINGSLEY | 12/12/2007 | |
/s/ Pamela Strisofsky, Attorney-in-Fact for ROBERT E. KEITH | 12/12/2007 | |
/s/ Pamela Strisofsky, Attorney-in-Fact for MARK J. DENINO | 12/12/2007 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |