X0202
4
2008-05-12
0
0001372664
Comverge, Inc.
COMV
0001407906
Musser Dean W.
120 EAGLE ROCK AVENUE
SUITE 190
EAST HANOVER
NJ
07936
0
1
0
0
Pres. and COO of Enerwise
Common Stock
2008-05-12
4
F
0
202
14
D
82722
D
The reporting person acquired these securities on July 23, 2007, as consideration for the reporting person's common stock of Enerwise Global Technologies, Inc. ("Enerwise"), which Issuer acquired by merger of Enerwise with and into Issuer's wholly owned subsidiary Comverge Eagle, Inc. effective on July 23, 2007 (the "Merger"). The merger agreement provides that certain former shareholders of Enerwise, including the reporting person, will have the right to receive additional shares of Issuer's common stock if the Enerwise business unit meets certain performance targets for the year ending December 31, 2007. The total number of such additional shares, initially 191,183, is subject to certain contingent working capital and indemnification adjustments as provided in the merger agreement. (continue with footnote 2)
Under the terms of the merger agreement, these additional shares are to be held in escrow until the satisfaction of the performance contingency described above, at which time any shares remaining in escrow (after any of the contingent adjustments described above) will be released to the former shareholders of Enerwise in accordance with certain percentages specified in the paying agent agreement among the parties to the merger agreement. Upon satisfaction of the performance contingency described above, the reporting person is eligible to receive 4.68% of shares then held in escrow. (continue with footnote 3)
The reporting person's right to receive additional shares described above became fixed and irrevocable on July 23, 2007, the effective date of the merger.
/s/ Deborah Nygren, Attorney in Fact
2008-05-16