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^*

Ungerer Scott B

(Last)

(First)

(Middle)

700 BUILDING, 435 DEVON PARK DRIVE

(Street)

WAYNE

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2007

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	12/12/2007		S		873,289⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D	$29	1,658,470	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock								1,274	D

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)

Explanation of Responses:

1. Includes (i) 796,638 shares of Common Stock sold in a secondary offering by the issuer by EnerTech Capital Partners II L.P. ("ECP II LP"). Mr. Ungerer, a director of the issuer, together with 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, Robert E. Keith, Jr., and Mark J. DeNino, the other 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; Mr. Ungerer disclaims beneficial ownership of shares held by ECP II LP except to the extent of any pecuniary interest therein; (ii) 30,387 shares of Common Stock sold in a secondary offering by the issuer by ECP II Interfund L.P. ("ECP II Interfund"). (Continue Footnote in 2)

2. Mr. Ungerer, a director of the issuer, together with ECP II Management LLC, the general partner of ECP II Interfund, and William G. Kingsley, Robert E. Keith, Jr., and Mark J. DeNino, the other 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; Mr. Ungerer disclaims beneficial ownership of shares held by ECP II Interfund except to the extent of any pecuniary interest therein; (iii) 45,094 shares of Common Stock sold in a secondary offering by the issuer by EnerTech Capital Partners L.P. ("ECP L.P."). (Continue Footnote in 3)

3. Mr. Ungerer, a director of the issuer, together with 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 William G. Kingsley, Robert E. Keith and Mark J. DeNino, the other 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; Mr. Ungerer disclaims beneficial ownership of shares held by ECP LP except to the extent of any pecuniary interest therein; and (iv) 1,170 shares of Common Stock sold in a secondary offering by the issuer by EnerTech Capital Holding Company, L.P. ("ECHC"). (Continue Footnote in 4)

4. Mr. Ungerer, a director of the issuer, together with EnerTech Capital Holding Company Manager, LLC, the general partner of ECHC, and William G. Kingsley, the other member 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; Mr. Ungerer disclaims beneficial ownership of shares held by ECHC except to the extent of any pecuniary interest therein.

5. Includes (i) 1,520,654 shares of Common Stock directly held by EnerTech Capital Partners II L.P. ("ECP II LP"). Mr. Ungerer, a director of the issuer, together with 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, Robert E. Keith, Jr., and Mark J. DeNino, the other 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; Mr. Ungerer disclaims beneficial ownership of shares held by ECP II LP except to the extent of any pecuniary interest therein; (ii) 58,007 shares of Common Stock directly held by ECP II Interfund L.P. ("ECP II Interfund"). (Continue Footnote in 6)

6. Mr. Ungerer, a director of the issuer, together with ECP II Management LLC, the general partner of ECP II Interfund, and William G. Kingsley, Robert E. Keith, Jr., and Mark J. DeNino, the other 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; Mr. Ungerer disclaims beneficial ownership of shares held by ECP II Interfund except to the extent of any pecuniary interest therein; (iii) 77,791 shares of Common Stock directly held by EnerTech Capital Partners L.P. ("ECP L.P."). (Continue Footnote in 7)

7. Mr. Ungerer, a director of the issuer, together with 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 William G. Kingsley, Robert E. Keith and Mark J. DeNino, the other 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; Mr. Ungerer disclaims beneficial ownership of shares held by ECP LP except to the extent of any pecuniary interest therein; and (iv) 2,018 shares of Common Stock directly held by EnerTech Capital Holding Company, L.P. ("ECHC"). (Continue Footnote in 8)

8. Mr. Ungerer, a director of the issuer, together with EnerTech Capital Holding Company Manager, LLC, the general partner of ECHC, and William G. Kingsley, the other member 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; Mr. Ungerer disclaims beneficial ownership of shares held by ECHC except to the extent of any pecuniary interest therein.

	/s/ Phyllis Reid as Attorney-in Fact	12/14/2007
	** Signature of Reporting Person	Date
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