SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Schaefer Mark

(Last) (First) (Middle)
120 EAGLE ROCK AVENUE
SUITE 190

(Street)
EAST HANOVER NJ 07936

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2009
3. Issuer Name and Ticker or Trading Symbol
Comverge, Inc. [ COMV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Risk Mgmt & Administration
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 7,269 D
Common Stock 19,250(1) D
Common Stock 7,500(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (3) 07/23/2014 Common Stock 20,000 $34.23 D
Stock Options (4) 08/08/2014 Common Stock 5,000 $32.96 D
Stock Options (5) 12/11/2014 Common Stock 10,000 $29.06 D
Explanation of Responses:
1. The shares are subject to a lapsing repurchase right in favor of the issuer: (i) 3,250 of the shares vest in 13 equal quarterly installments starting on February 12, 2009 and ending February 12, 2012; (ii) 4,000 of the shares vest in 1,000 share increments upon Comverge sustaining a stock price equal to or greater than $30, $35, $40 and $45 per share, each for a separate continuous 30-day period prior to February 12, 2012; and (iii) the remaining 12,000 shares vest in proportion to the performance of Comverge's stock price compared to the performance of an index of the stock prices of a peer group for the three-year period ending on February 12, 2011.
2. Granted on December 11, 2007 and subject to time-based vesting in 12 successive quarterly installments beginning on March 11, 2009 and ending on December 11, 2011.
3. These options vest and become exercisable in a series of sixteen successive quarterly installments, with the first installment vesting on October 23, 2007 and the final installment vesting on July 23, 2011.
4. These options vest and become exercisable in a series of sixteen successive quarterly installments, with the first installment vesting on November 18, 2007 and the final installment vesting on August 8, 2011.
5. These options vest and become exercisable in a series of sixteen successive quarterly installments, with the first installment vesting on March 11, 2008 and the final installment vesting on December 11, 2011.
Marcia Cox, Attorney-in-Fact 01/30/2009
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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