0001454027-12-000011.txt : 20120815 0001454027-12-000011.hdr.sgml : 20120815 20120815123018 ACCESSION NUMBER: 0001454027-12-000011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120815 DATE AS OF CHANGE: 20120815 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACORN ENERGY, INC. CENTRAL INDEX KEY: 0000880984 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 222786081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43070 FILM NUMBER: 121036295 BUSINESS ADDRESS: STREET 1: 3903 CENTERVILLE ROAD CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3026561708 MAIL ADDRESS: STREET 1: 3903 CENTERVILLE ROAD CITY: WILMINGTON STATE: DE ZIP: 19807 FORMER COMPANY: FORMER CONFORMED NAME: ACORN FACTOR, INC. DATE OF NAME CHANGE: 20060920 FORMER COMPANY: FORMER CONFORMED NAME: DATA SYSTEMS & SOFTWARE INC DATE OF NAME CHANGE: 19931019 FORMER COMPANY: FORMER CONFORMED NAME: DEFENSE SOFTWARE & SYSTEMS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Verition Fund Management LLC CENTRAL INDEX KEY: 0001454027 IRS NUMBER: 262472334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203-742-7740 MAIL ADDRESS: STREET 1: ONE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 FORMER COMPANY: FORMER CONFORMED NAME: Verition Fund Managegment LLC DATE OF NAME CHANGE: 20090114 SC 13G/A 1 acfnfilingA2_b.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Acorn Energy, Inc. ----------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share ----------------------------------------------------------------------- (Title of Class of Securities) 004848107 ----------------------------------------------------------------------- (CUSIP Number) 08/10/2012 ----------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [_] Rule 13d-1(c) [_] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No: 004848107 ------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS Verition Fund Management LLC ------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] ------------------------------------------------------------------------ 3. SEC USE ONLY ------------------------------------------------------------------------ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA ------------------------------------------------------------------------ 5. SOLE VOTING POWER: 0 NUMBER OF ------------------------------------------------------- SHARES BENEFICIALLY 6. SHARED VOTING POWER: 2,028,413 OWNED BY ------------------------------------------------------- EACH REPORTING 7. SOLE DISPOSITIVE POWER: 0 PERSON WITH: ------------------------------------------------------- 8. SHARED DISPOSITIVE POWER: 2,028,413 ------------------------------------------------------------------------ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,028,413 ------------------------------------------------------------------------ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_] ------------------------------------------------------------------------ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 11.3% based upon 17,926,752 shares outstanding as of August 2, 2012 ------------------------------------------------------------------------ 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IA ------------------------------------------------------------------------ CUSIP No: 004848107 ------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS Nicholas Maounis ------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] ------------------------------------------------------------------------ 3. SEC USE ONLY ------------------------------------------------------------------------ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut, USA ------------------------------------------------------------------------ 5. SOLE VOTING POWER: 0 NUMBER OF ------------------------------------------------------- SHARES BENEFICIALLY 6. SHARED VOTING POWER: 2,028,413 OWNED BY ------------------------------------------------------- EACH REPORTING 7. SOLE DISPOSITIVE POWER: 0 PERSON WITH: ------------------------------------------------------- 8. SHARED DISPOSITIVE POWER: 2,028,413 ------------------------------------------------------------------------ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,028,413 ------------------------------------------------------------------------ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_] ------------------------------------------------------------------------ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 11.3% based upon 17,926,752 shares outstanding as of August 2, 2012 ------------------------------------------------------------------------ 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): HC, IN ------------------------------------------------------------------------ ITEM 1. (a) Name of Issuer: Acorn Energy, Inc. (b) Address of Issuer's Principal Executive Offices: 3903 Centerville Road Wilmington, DE 19807 ITEM 2. (a) Name of Person Filing: This Statement is filed on behalf of each of the following persons: Verition Fund Management LLC and Nicholas Maounis (collectively, the "Reporting Persons"). This Statement relates to Shares (as defined herein) held for the account of Verition Multi-Strategy Master Fund Ltd. Verition Fund Management LLC serves as the investment manager to Verition Multi-Strategy Master Fund Ltd. In such capacity, Verition Fund Management LLC may be deemed to have voting and dispositive power over the shares held for Verition Multi- Strategy Master Fund Ltd. Mr. Nicholas Maounis is currently the managing member of Verition Fund Management LLC. (b) Address of Principal Business Office or, if none, Residence: One American Lane Greenwich CT 06831 (c) Citizenship: Nicholas Maounis: USA Verition Fund Management LLC: Delaware USA (d) Title of Class of Securities: Common Stock, $0.01 par value per share (the "Shares") (e) Cusip Number: 004848107 ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Verition Fund Management LLC: (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with (S)240.13d-1(b)(1)(ii)(G); (h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J). Nicholas Maounis: (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with (S)240.13d-1(b)(1)(ii)(G); (h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J). ITEM 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: At the time of the event which requires filing of this statement, the aggregate number of Shares that the Reporting Persons may be deemed to beneficially own equals 2,028,413 Shares held for the accounts of Verition Multi-Strategy Master Fund Ltd. This amount includes: A) 1,278,413 shares of Common Stock; and B) Call Options with the right to purchase 750,000 shares of Common Stock (100,000 shares at $15 expiring May 12, 2014, 400,000 shares at $15 expring May 14, 2014, and 250,000 shares at $13 expring August 15, 2014). (b) Percent of Class: At the time of the event which requires filing of this statement, the number of Shares of which the Reporting Persons may be deemed to beneficially own constitutes approximately 11.3% of the total number of Shares outstanding (based upon information provided by the Issuer in its most recently filed quarterly report on Form 10-Q, there were 17,926,752 Shares outstanding as of Aug 2, 2012). (c) Number of shares as to which such person has: Verition Fund Management LLC and Nicholas Maounis: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 2,028,413 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 2,028,413 ITEM 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. See disclosure in Items 2 and 4 hereof. Verition Multi-Strategy Master Fund Ltd. has the right to receive dividends from, and proceeds from the sale of, the Shares covered by this statement that may be deemed to be beneficially owned by the Reporting Persons. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See disclosure in Item 2 hereof. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: 08/14/2012 Verition Fund Management LLC By: Ted Hagan Title: CFO /s/ Ted Hagan ----------------- Date: 08/14/2012 Nicholas Maounis /s/ Nicholas Maounis --------------------- EXHIBIT INDEX Ex. Page No. A. Joint Filing Agreement, dated August 14, 2012 by and among Reporting Persons...............................[ 7 ] EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Acorn Energy, Inc. dated as of August 14, 2012 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Date: 08/14/2012 Verition Fund Management LLC By: Ted Hagan Title: CFO /s/ Ted Hagan ----------------- Date: 08/14/2012 Nicholas Maounis /s/ Nicholas Maounis ---------------------