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*
MSDW CAPITAL PARTNERS IV INC

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EnerSys [ ENS ]
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)
08/24/2009
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, par value $0.01 per share 08/24/2009 S 2,928,330 D $19.4375 2,845,869 I(1) Through partnerships(2)
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*
MSDW CAPITAL PARTNERS IV INC

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(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*
MSDW IV 892 INVESTORS L P

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(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*
MSDW CAPITAL PARTNERS IV LLC

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(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*
MORGAN STANLEY DEAN WITTER CAPITAL INVESTORS IV L P

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(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*
MSDW Capital Partners IV, L P

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(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. Except for Morgan Stanley Dean Witter Capital Partners IV, L.P., MSDW IV 892 Investors, L.P., and Morgan Stanley Dean Witter Capital Investors IV, L.P., which hold the common stock directly. Includes 2,557,999 shares held directly by Morgan Stanley Dean Witter Capital Partners IV, L.P., 217,961 shares held directly by MSDW IV 892 Investors, L.P., and 69,909 shares held directly by Morgan Stanley Dean Witter Capital Investors IV, L.P. MSDW Capital Partners IV, LLC is the general partner of such funds. MSDW Capital Partners IV, Inc. is the member of the general partner.
2. MSDW Capital Partners IV, Inc. and MSDW Capital Partners IV, LLC have no direct pecuniary interest in securities in Table I(5). Such persons may be deemed to beneficially own an indirect pecuniary interest in securities in Table I(5). Such persons disclaim beneficial ownership therein except to the extent ultimately realized.
/s/ Kenneth F. Clifford, Managing Director, Metalmark Subadvisor LLC, as attorney-in-fact for MSDW Capital Partners IV, Inc. 08/25/2009
s/ Kenneth F. Clifford, Managing Director, Metalmark Subadvisor LLC, as attorney-in-fact for MSDW Capital Partners IV, Inc., as member of MSDW Capital Partners IV, LLC, as general partner of MSDW IV 892 Investors, L.P. 08/25/2009
/s/ Kenneth F. Clifford, Managing Director, Metalmark Subadvisor LLC, as attorney-in-fact for MSDW Capital Partners IV, Inc., as member of MSDW Capital Partners IV, LLC 08/25/2009
/s/ Kenneth F. Clifford, Managing Director, Metalmark Subadvisor LLC, as-attorney-in fact for MSDW Capital Partners IV, Inc., as member of MSDW Capital Partners IV, LLC, as general partner of Morgan Stanley Dean Witter Capital Partners IV, L.P. 08/25/2009
/s/ Kenneth F. Clifford, Managing Director, Metalmark Subadvisor LLC, as attorney-in-fact for MSDW Capital Partners IV, Inc., as member of MSDW Capital Partners IV, LLC, as general partner of Morgan Stanley Dean Witter Capital Investors IV, L.P. 08/25/2009
** 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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