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*
Peak Merger Corp.

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(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)
05/15/2012
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 05/15/2012 P 82,526,393(1)(2) A $1.75 0(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Peak Merger Corp.

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(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*
TAMER ANTHONY

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(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*
MNAYMNEH SAMI

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(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*
HIG GP II INC

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(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*
H.I.G. Bayside Advisors II, L.L.C.

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(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*
HIG BAYSIDE DEBT & LBO FUND II LP

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(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*
Peak Holding Corp.

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(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. On March 26, 2012, Comverge, Inc. ("Comverge") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Peak Holding Corp. ("Parent") and Peak Merger Corp. (the "Purchaser"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser commenced a cash tender offer (the "Offer") to acquire all of the shares of Comverge's Common Stock (the "Shares"). On May 8, 2012 at midnight, the Offer expired, and Purchaser commenced a subsequent offering period to acquire all remaining untendered Shares. Reflects Shares acquired by the Purchaser (i) during the subsequent offering period which expired at 11:59 p.m., New York City time, on May 14, 2012, (ii) from Comverge upon the exercise of the "top-up" option provided for in the Merger Agreement and (iii) outstanding Shares of Comverge not tendered in the Offer and deemed acquired pursuant to the consummation of the merger of Purchaser with and into Comverge ("Merger") on May 15, 2012.
2. The reporting persons disclaim beneficial ownership of the securities disclosed herein, and this report shall not be deemed an admission that any of the reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
3. At the effective time of the Merger, the aforementioned Shares were cancelled and ceased to exist and each share of Purchaser converted into a share of Comverge. As a result of the Merger, Purchaser's separate corporate existence ceased and Comverge survived as a direct wholly owned subsidiary of Parent. Parent is controlled by H.I.G. Bayside Debt & LBO Fund II, L.P. ("Fund II"). The general partner of Fund II is H.I.G. Bayside Advisors II, LLC ("Advisors II"). H.I.G.-GPII, Inc. ("GPII") is the manager of Advisors II. Sami W. Mnaymneh ("Mnaymneh") and Anthony A. Tamer ("Tamer") are co-presidents, directors and sole shareholders of GPII. Parent, Fund II, Advisors II, GPII, Mnaymneh and Tamer may be deemed to be the indirect beneficial owners of these shares.
Peak Merger Corp., by /s/ Brian D. Schwartz, its President 05/15/2012
Peak Holding Corp., by /s/ Brian D. Schwartz, its President 05/15/2012
H.I.G. Bayside Debt & LBO Fund II, L.P., by H.I.G. Bayside Advisors II, LLC, its General Partner, by H.I.G.-GPII, Inc., its Manager, by /s/ Richard H. Siegel, its Vice President and General Counsel 05/15/2012
H.I.G. Bayside Advisors II, LLC, by H.I.G.-GPII, Inc., its Manager, by /s/ Richard H. Siegel, its Vice President and General Counsel 05/15/2012
H.I.G.-GPII, Inc., by /s/ Richard H. Siegel, its Vice President and General Counsel 05/15/2012
Sami W. Mnaymneh by Richard H. Siegel, Attorney-in-fact 05/15/2012
Anthony A. Tamer by Richard H. Siegel, Attorney-in-fact 05/15/2012
** 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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