-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tbp9Apt8H/E4lhUqVFkz5LReeAsfGGQQqWesclFj1OkehabpjaFQQurDhMXAKcCw 6nwdSQNyEKPxfG6MGWrwNg== 0000950123-11-009728.txt : 20110207 0000950123-11-009728.hdr.sgml : 20110207 20110207160519 ACCESSION NUMBER: 0000950123-11-009728 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110207 DATE AS OF CHANGE: 20110207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brewster David B CENTRAL INDEX KEY: 0001399290 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O ENERNOC, INC. STREET 2: 75 FEDERAL STREET, SUITE 300 CITY: BOSTON STATE: MA ZIP: 02110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENERNOC INC CENTRAL INDEX KEY: 0001244937 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 870698303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83637 FILM NUMBER: 11578686 BUSINESS ADDRESS: STREET 1: 101 FEDERAL STREET STREET 2: 11TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: (617) 224-9900 MAIL ADDRESS: STREET 1: 101 FEDERAL STREET STREET 2: 11TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 SC 13G/A 1 b84749sc13gza.htm SC 13G/A sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO RULES 13d-1(b),
(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

(Amendment No. 3)*

EnerNOC, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
292764 10 7
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     o Rule 13d-1(c)

     þ 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.
 
292764 10 7 
 

 

           
1   NAMES OF REPORTING PERSONS
David Brewster
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,501,483
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,501,483
       
WITH 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,501,483 shares
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable.
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.9% (based on 25,170,650 shares outstanding on December 31, 2010)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

Page 2 of 5 pages


 

Item 1 (a).   Name of Issuer
 
    EnerNOC, Inc.
 
Item 1 (b).   Address of Issuer’s Principal Executive Offices
 
    101 Federal Street, Suite 1100
Boston, MA 02110
 
Item 2 (a).   Name of Person Filing
 
    David Brewster
 
Item 2 (b).   Address of Principal Business Office or, if None, Residence
 
    The business address of David Brewster is 101 Federal Street, Suite 1100, Boston, MA 02110.
 
Item 2 (c).   Citizenship
 
    United States
 
Item 2 (d).   Title of Class of Securities
 
    Common Stock
 
Item 2 (e).   CUSIP Number
 
    292764 10 7
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:
         
(a)
  o   Broker or dealer registered under Section 15 of the Act.
 
       
(b)
  o   Bank as defined in Section 3(a)(6) of the Act.
 
       
(c)
  o   Insurance company as defined in Section 3(a)(19) of the Act.
 
       
(d)
  o   Investment company registered under Section 8 of the Investment Company Act of 1940.
 
       
(e)
  o   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
 
       
(f)
  o   An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
 
       
(g)
  o   A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
 
       
(h)
  o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
 
       
(i)
  o   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.
 
       
(j)
  o   A non-U.S. institution in accordance with Section 13d-1(b)(1)(ii)(J).
 
       
(k)
  o   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
    If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ________________
 
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:
     The aggregate number of shares owned by David Brewster as of December 31, 2010 is 1,501,483. Mr. Brewster directly owns 1,319,029 shares of the Issuer’s common stock, options to purchase 174,079 shares of common stock which are or will be immediately exercisable within 60 days of December 31, 2010 and 8,375

Page 3 of 5 pages


 

shares of common stock that may be issued pursuant to restricted stock units that vest within 60 days of December 31, 2010.
  (b)   Percent of class:
     The aggregate percent of the class is 5.9%.
     The information provided under this section is based on 25,170,650 shares outstanding on December 31, 2010.
  (c)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 1,501,483
 
  (ii)   Shared power to vote or to direct the vote: 0
 
  (iii)   Sole power to dispose or to direct the disposition of: 1,501,483
 
  (iv)   Shared power to dispose or to direct the disposition of: 0
Item 5.   Ownership of Five Percent or Less of a Class
 
    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
    Not applicable.
 
Item 6.   Ownership of More than Five Percent on Behalf of Another Person
 
    Not applicable.
 
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
 
    Not applicable.
 
Item 8.   Identification and Classification of Members of the Group
 
    Not applicable.
 
Item 9.   Notice of Dissolution of Group
 
    Not applicable.
 
Item 10.   Certifications
 
    Not applicable.

Page 4 of 5 pages


 

SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
  February 7, 2011
(Date)
 
 
  /s/ David Brewster    
  (Signature)   
 
  David Brewster
(Name) 
 
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.
Attention:   Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)

Page 5 of 5 pages

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