SEC FORM 4/A

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^*

Healy Timothy G

(Last)

(First)

(Middle)

C/O ENERNOC, INC.

75 FEDERAL STREET, SUITE 300

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENERNOC INC [ ENOC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/24/2007

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⁽¹⁾	12/29/2006		M		116,719⁽²⁾	A	$0.35⁽²⁾	853,311⁽²⁾	D
Common Stock⁽¹⁾	04/25/2007		A		52,195⁽²⁾	A	$0	905,506⁽²⁾	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)
Stock Option (Right to Buy)⁽¹⁾	$0.51⁽²⁾	12/07/2006		A		169,860⁽²⁾		⁽³⁾	12/07/2016	Common Stock	169,860⁽²⁾	$0	169,860⁽²⁾	D
Stock Option (Right to Buy)⁽¹⁾	$0.35⁽²⁾	12/29/2006		M			116,719⁽²⁾	⁽⁴⁾	01/11/2015	Common Stock	116,719⁽²⁾	$0	126,868⁽²⁾	D

Explanation of Responses:

1. This amendment is being filed to report transactions which occurred prior to the initial public offering of common stock of EnerNOC, Inc. as required under Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended.

2. Reflects a 2.831-for-1 stock split effected on May 1, 2007 in connection with the Issuer's initial public offering, pursuant to which (i) the number of shares of Common Stock underlying the option was multiplied by 2.831 and (ii) the exercise price of the option was divided by 2.831.

3. The option vests as to 25% of the shares on the first anniversary of the date of grant and as to an additioanl 2.08% of the shares per month thereafter.

4. The option vested as to 25% of the shares on January 11, 2006 and as to an additional 2.08% of the shares per month thereafter.

	/s/ Garrett Winslow, Attorney-in-Fact	05/25/2007
	** 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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