1
|
NAME OF REPORTING PERSON
Raging Capital Fund, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,063,178
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,063,178
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,063,178
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Raging Capital Fund (QP), LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,202,233
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,202,233
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,202,233
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Raging Capital Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,265,411
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,265,411
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,265,411
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
William C. Martin
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,265,411
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,265,411
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,265,411
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Raging Capital Fund, LP, a Delaware limited partnership (“Raging Capital Fund”);
|
|
(ii)
|
Raging Capital Fund (QP), LP, a Delaware limited partnership (“Raging Capital Fund QP” and together with Raging Capital Fund, the “Raging Funds”);
|
|
(iii)
|
Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), who serves as the general partner of each of the Raging Funds; and
|
|
(iv)
|
William C. Martin (“Mr. Martin”), who serves as the managing member of Raging Capital.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter to the Board of Directors of Comverge, Inc., dated March 28, 2012.
|
|
99.2
|
Joint Filing Agreement by and among Raging Capital Fund, LP, Raging Capital Fund (QP), LP, Raging Capital Management, LLC and William C. Martin, dated March 28, 2012.
|
|
99.3
|
Power of Attorney.
|
Raging Capital Fund, LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
Raging Capital Fund (QP), LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
Raging Capital Fund (QP), LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
/s/ Frederick C. Wasch
|
|
Frederick C. Wasch as Attorney-in-fact for William C. Martin
|
Shares of Common
Stock Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
16,826
|
1.3753
|
03/06/2012
|
|
31,973
|
1.3909
|
03/07/2012
|
|
10,116
|
1.4083
|
03/08/2012
|
|
37,618
|
1.4008
|
03/09/2012
|
|
21,299
|
1.4132
|
03/12/2012
|
|
29,845
|
1.4189
|
03/13/2012
|
|
44,270
|
1.6859
|
03/16/2012
|
|
4,071
|
1.6398
|
03/19/2012
|
|
11,761
|
1.6620
|
03/19/2012
|
|
100,170
|
1.6700
|
03/19/2012
|
|
22,402
|
1.6900
|
03/19/2012
|
|
166,950
|
1.6300
|
03/19/2012
|
|
18,063
|
1.6653
|
03/19/2012
|
|
5,803
|
1.7000
|
03/20/2012
|
|
8,832
|
1.7475
|
03/21/2012
|
|
10,575
|
1.7700
|
03/22/2012
|
|
11,367
|
1.7500
|
03/22/2012
|
|
147,371
|
1.8480
|
03/23/2012
|
|
648
|
1.7699
|
03/23/2012
|
|
317,978
|
1.8045
|
03/26/2012
|
|
45,240
|
1.7576
|
03/27/2012
|
35,074
|
1.3753
|
03/06/2012
|
|
66,651
|
1.3909
|
03/07/2012
|
|
21,088
|
1.4083
|
03/08/2012
|
|
78,417
|
1.4009
|
03/09/2012
|
|
44,401
|
1.4132
|
03/12/2012
|
|
62,215
|
1.4189
|
03/13/2012
|
|
119,692
|
1.6859
|
03/16/2012
|
|
8,129
|
1.6398
|
03/19/2012
|
|
23,464
|
1.6620
|
03/19/2012
|
|
199,830
|
1.6700
|
03/19/2012
|
|
44,690
|
1.6900
|
03/19/2012
|
|
333,050
|
1.6300
|
03/19/2012
|
|
36,037
|
1.6653
|
03/19/2012
|
|
12,097
|
1.7000
|
03/20/2012
|
|
18,413
|
1.7475
|
03/21/2012
|
|
19,425
|
1.7700
|
03/22/2012
|
|
20,886
|
1.7500
|
03/22/2012
|
|
307,199
|
1.8480
|
03/23/2012
|
|
1,352
|
1.7699
|
03/23/2012
|
|
654,269
|
1.8045
|
03/26/2012
|
|
95,854
|
1.7576
|
03/27/2012
|
Sincerely,
|
||
Raging Capital Management, LLC
|
||
By:
|
/s/ Frederick C. Wasch | |
Name: Frederick C. Wasch
|
||
Title: Attorney-in-fact for William C. Martin, Managing Member
|
Raging Capital Fund, LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
Raging Capital Fund (QP), LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
Raging Capital Fund (QP), LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
/s/ Frederick C. Wasch
|
|
Frederick C. Wasch as Attorney-in-fact for William C. Martin
|
Raging Capital Fund, LP
|
||
By:
|
Raging Capital Management, LLC
General Partner
|
By:
|
/s/ William C. Martin
|
||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
Raging Capital Fund (QP), LP
|
||
By:
|
Raging Capital Management, LLC
General Partner
|
By:
|
/s/ William C. Martin
|
||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ William C. Martin
|
||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
/s/ William C. Martin
|
|
William C. Martin
|