United States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Lime Energy Co.

(Name of Issuer)

Common Stock $0.0001 par value

(Title of Class of Securities)

53261U304

(CUSIP Number)

Bryon C. Stanislaw

Chief Investment Officer

The Hurvis Group, LLC

4065 Commercial Ave.

Northbrook, IL 60062

Phone (847) 559-2031

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 22, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

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 to whom copies are to be sent.

The information required on 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).

This Amendment No. 2 to Schedule 13D relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Lime Energy Co., a Delaware Corporation (the “Issuer”), having its principal executive offices located at 16810 Kenton Drive, Suite 240, Huntersville, North Carolina 28078.

(a) This statement is being filed by John Thomas Hurvis and The John Thomas Hurvis Revocable Trust dated March 8, 2002 (the “Trust” and, together with Mr. Hurvis, the “Reporting Persons”) for which Mr. Hurvis serves as the sole trustee.

(b) The business address of the Reporting Persons is c/o The Hurvis Group, LLC, 4065 Commercial Avenue, Northbrook, IL 60062.

(c) Mr. Hurvis is the Chairman and Chief Executive Officer of Old World Industries, LLC, which provides automotive and heavy duty products in more than 60 countries. The principal executive offices of Old World Industries, LLC are located at 4065 Commercial Avenue, Northbrook, IL 60062.

(d) During the past five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, neither Reporting Person has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Hurvis is a citizen of the United States of America and the Trust is organized under the laws of the State of Illinois.

Pursuant to that Conversion Agreement, dated December 23, 2014, by and between the Trust and the Issuer, effective December 22, 2014 the Trust:

The subject shares of Common Stock acquired by the Reporting Persons have been acquired for investment purposes. The Reporting Persons have no plans or proposals relating to any matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to adopt such plans or proposals in the future, subject to applicable regulatory requirements, if any. Depending on market conditions, an evaluation of the business and the prospects of the Issuer and other factors, the Reporting Persons may, in their sole discretion, purchase additional shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, from time to time in the open market, in privately negotiated transactions or otherwise, subject to market conditions and other factors.

(a) The Reporting Persons may be deemed to beneficially own 1,956,916 shares of Common Stock, which constitute approximately 20.7% of the outstanding Common Stock (as calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

(b) Mr. Hurvis, as the sole trustee of the Trust, has the sole power to vote or direct the voting of, and the sole power to dispose or direct the disposition of, the shares of Common Stock beneficially owned by the Trust.

(c) During the 60 days prior to the filing of this statement, the Reporting Persons have engaged in the following transactions in the Common Stock:

Pursuant to that Conversion Agreement, dated December 23, 2014, by and between the Trust and the Issuer, effective December 22, 2014 the Trust:

(d) Except as set forth in this Item 5, to the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by them.

(e) Not applicable.

The responses set forth in Items 4 and 5 are incorporated by reference in their entirety. Except as otherwise described in this statement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between any Reporting Person and any other person with respect to any securities of the Issuer.

On December 23, 2014, the Issuer entered into a Securities Purchase Agreement between the Issuer and Bison Capital Partners IV, L.P. (“Bison”) for the purchase of 10,000 shares of Series C Stock (the “Transaction”). In connection with the Transaction, the Trust entered into the following agreements.

Shareholder Agreement

In connection with the Transaction, the Issuer, the Trust and certain other stockholders of the Issuer entered into a Shareholder and Investor Rights Agreement (the “Shareholder Agreement”).

The Shareholder Agreement provides Bison with operational consent rights and director appointment rights that apply so long as Bison holds at least 5% of the total voting power of the Issuer. The stockholders of the Issuer party to the Shareholder Agreement have agreed to vote in favor of Bison’s director appointees.

If, on the fifth anniversary of the closing date of the Transaction, December 23, 2014 (the “Closing Date”), or any succeeding anniversary of such date, 10% of the average daily trading volume of the Common Stock is less than the number of shares of Common Stock beneficially owned by Bison divided by 240, then Bison may require the Issuer to initiate a sale process. Subject to the terms of the Shareholder Agreement, the stockholders of the Issuer party to the Shareholder Agreement have agreed to vote in favor of and otherwise support such a sale. If such a sale is not consummated within nine (9) months, Bison has the right to require the Issuer to purchase, subject to the terms of the Shareholder Agreement, all or any portion of its Series C Stock or Common Stock into which such Series C Stock has converted, for a per share price generally equal to the average closing price of the Common Stock for the sixty (60) trading days immediately preceding giving notice of exercise of such right, with such price payable on the Series C Stock on the basis of the number of such shares of Common Stock into which the Series C Stock is then convertible. Notwithstanding the foregoing, if the Issuer’s board of directors has approved a sale that would result in Bison receiving sufficiently liquid proceeds from the sale and Bison does not execute an agreement to support such sale, the purchase price for Bison’s securities subject to such right will instead be based on the redemption price provided in the Issuer’s Certificate of Designation.

Registration Rights Agreement

Also on December 23, 2014 and in connection with the Transaction, the Issuer, Bison, the Trust and certain other stockholders of the Issuer entered into a Registration Right Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Trust and certain other stockholders of the Issuer are entitled to include certain of their shares of Common Stock in a registration statement filed by the Issuer. The Issuer has agreed to indemnify the other parties to the Registration Rights Agreement in connection any claims related to their sale of securities under a registration statement, subject to certain exceptions.

The description of the Transaction and the agreements and documents described herein is not intended to be complete and is qualified in its entirety by the complete text of the Conversion Agreement, the Shareholder Agreement and the Registration Rights Agreement, copies of which are filed as exhibits to this Schedule and are incorporated herein by reference.

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.

Exhibit 14

CONVERSION AGREEMENT

THIS IS A CONVERSION AGREEMENT, dated as of December 23, 2014 (the “Agreement”), by and among Lime Energy Co., a Delaware Corporation (the “Company”), and The John Thomas Hurvis Revocable Trust (the “Investor”).

Background

A. The Company intends to (i) enter into that certain Securities Purchase Agreement (the “Purchase Agreement”) with Bison Capital Equity Partners IV, LP (“Bison”), that certain Shareholder and Investor Rights Agreement (the “Shareholder Agreement”) with Bison and the Existing Shareholders (as defined therein) and certain other agreements contemplated by each of the foregoing and (ii) adopt that certain Certificate of Designation (collectively with the Purchase Agreement, the Shareholder Agreement and the agreements contemplated by any of the foregoing, the “Transaction Documents”), pursuant to which Bison shall purchase shares of Series C Convertible Preferred Stock of the Company (subject to the terms and conditions of the Transaction Documents, the “Transaction”).

B. The Investor holds those warrants, shares of preferred stock and convertible promissory notes that are exercisable for, or convertible into, shares of Common Stock of the Company (“Common Stock”) set forth on Schedule I hereto (the “Convertible Securities”).

C. The Investor desires that the Transaction be consummated to provide working capital to the Company.

D. As a condition to the consummation of the Transaction and in connection with, and prior to the consummation of, the Transaction, the Investor has agreed to exercise and convert the Convertible Securities into the amount of shares of Common Stock set forth on Schedule I hereto.

Terms

In consideration of the mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Conversion.

(a) Effective as of the close of business on the day immediately preceding the Closing Date (as defined in the Purchase Agreement) (the “Effective Time”), the Convertible Securities are hereby exercised for and converted into (as the case may be) those shares of Common Stock set forth on Schedule 1 hereto (such shares, the “Common Shares”). This Agreement constitutes notice of exercise or conversion (as the case may be) of each Convertible Security as may be required for the exercise or conversion (as the case may be) of each Convertible Security, whether under the Certificate of Incorporation of the Company, as amended and restated, the instruments or agreements setting forth the terms of such Convertible Security or otherwise.

(b) At the Effective Time, the Company will record on its books and records that the Investor is the owner of the Common Shares.

2. Representations and Warranties of the Company. The Company represents and warrants to, and covenants and agrees with, the Investor that:

(a) The Company has all requisite legal right, power and authority to enter into and to perform this Agreement.

(b) The Common Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable.

3. Representations and Warranties of the Investor. The Investor represents and warrants to, and covenants and agrees with, the Company that:

(a) As of immediately prior to the Effective Time, the Investor owns beneficially and of record the Convertible Securities free and clear of any claims, liens or encumbrances, and the Investor has all requisite legal right, power and authority to exercise or convert (as the case may be) the Convertible Securities pursuant to the terms hereof.

(b) The Investor has received drafts of each Transaction Document and has the opportunity to review this Agreement and the Transaction Documents with the Investor’s legal and financial advisors.

(c) In formulating a decision to enter into this Agreement, the Investor has relied solely upon (i) the provisions of this Agreement, (ii) an independent investigation of the Company’s business and (iii) consultations with the Investor’s legal and financial advisors with respect to this Agreement.

(d) The Investor is financially able to hold the Common Shares for long-term investment, believes that the nature and amount of the Common Shares are consistent with the Investor’s overall investment program and financial position, and recognizes that there are substantial risks involved in the ownership of the Common Shares (including, without limitation, the risk of loss of the entire investment in the Common Shares).

(e) The Investor confirms that (i) the Investor is familiar with the business of the Company, (ii) the Investor has had the opportunity to ask questions of the officers and directors of the Company and to obtain (and that the Investor has received to its satisfaction) such information about the business and financial condition of the Company and the Transaction as the Investor has reasonably requested and (iii) the Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Common Shares.

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4. Miscellaneous.

(a) Amendment and Modification. This Agreement may be amended or modified, or any provision hereof may be waived, provided that such amendment, modification or waiver is set forth in a writing executed by each of the parties hereto.

(b) Survival of Representations and Warranties. The representations, warranties, covenants and agreements set forth in this Agreement shall survive the Effective Time.

(c) Specific Performance. The parties hereto agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and, therefore, the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or in equity.

(d) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns and executors, administrators and heirs of each party hereto. This Agreement, and any rights or obligations existing hereunder, may not be assigned or otherwise transferred by any party without the prior written consent of the other party hereto.

(e) Severability. In the event that any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

(f) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to principles of conflicts of law.

(g) Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby.

(h) Entire Agreement. This Agreement sets forth the entire agreement and understanding among the parties and supersedes all prior agreements and understandings, written or oral, relating to the subject matter of this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Conversion Agreement the day and year first above written.

[Signature Page to Conversion Agreement]

CONVERTIBLE SECURITIES