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^*

PARSLOW JAMES F

(Last)

(First)

(Middle)

100 FRONT STREET

(Street)

WORCESTER

01608

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
World Energy Solutions, Inc. [ XWES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO, Treasurer, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2015

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	01/05/2015		U⁽¹⁾		78,438⁽²⁾	D	$5.5	0	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)
Employee Stock Option (Right to Buy)	$3.17	01/05/2015		U⁽³⁾			1,250⁽⁴⁾	12/11/2010	12/11/2016	Common Stock	1,250	$0.00	0	D
Employee Stock Option (Right to Buy)	$3.81	01/05/2015		U⁽³⁾			12,000⁽⁵⁾	09/17/2013	09/17/2019	Common Stock	12,000	$0.00	0	D

Explanation of Responses:

1. These shares are being tendered pursuant to the Agreement and Plan of Merger between World Energy Solutions, Inc., Wolf Merger Sub Corporation, and Enernoc, Inc. dated November 4, 2014.

2. The number of securities beneficially owned includes a restricted stock grant granted on September 20, 2013 in the amount of 40,000. The restricted stock vests 100% three years after date of grant. The unvested restricted stock will be cashed out upon the closing of the Agreement and Plan of Merger between World Energy Solutions, Inc., Wolf Merger Sub Corporation, and Enernoc, Inc. dated November 4, 2014.

3. These shares are being tendered pursuant to the Agreement and Plan of Merger between World Energy Solutions, Inc., Wolf Merger Sub Corporation, and Enernoc, Inc. dated November 4, 2014.

4. The shares in this Employee Stock Option (Right to Buy) are fully vested and will be cashed out upon the closing of the Agreement and Plan of Merger between World Energy Solutions, Inc., Wolf Merger Sub Corporation, and Enernoc, Inc. dated November 4, 2014.

5. Includes 6,750 vested but unexercised shares that will be cashed out upon the closing of the Agreement and Plan of Merger between World Energy Solutions, Inc., Wolf Merger Sub Corporation, and Enernoc, Inc. dated November 4, 2014 ("Agreement") and 5,250 unvested unexercised shares that will be converted into Enernoc, Inc. employee stock options (right to buy) upon the closing of the Agreement.

Remarks:

	/s/ Cheryl Parker, as attorney-in-fact	01/07/2015
	** 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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