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*
FOUNDATION CAPITAL MANAGEMENT CO IV LLC

(Last) (First) (Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CA 94025

(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)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Mmbr 13D group owning > 10%
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 12/11/2009 S 106,080 D $27.41(3) 2,022,415 I Foundation Capital IV, LP(1)
Common Stock 12/14/2009 S 104,014 D $28.63(4) 1,918,401 I Foundation Capital IV, LP(1)
Common Stock 12/15/2009 S 11,306 D $29.28(5) 1,907,095 I Foundation Capital IV, LP(1)
Common Stock 12/11/2009 S 860 D $27.41(3) 15,808 I FC IV Active Advisors Fund, LLC(1)
Common Stock 12/14/2009 S 843 D $28.63(4) 14,965 I FC IV Active Advisors Fund, LLC(1)
Common Stock 12/15/2009 S 97 D $29.28(5) 14,868 I FC IV Active Advisors Fund, LLC(1)
Common Stock 12/11/2009 S 860 D $27.41(3) 17,420 I Foundation Capital IV Principals Fund, LLC(1)
Common Stock 12/14/2009 S 843 D $28.63(4) 16,577 I Foundation Capital IV Principals Fund, LLC(1)
Common Stock 12/15/2009 S 97 D $29.28(5) 16,480 I Foundation Capital IV Principals Fund, LLC(1)
Common Stock 91,892 I Foundation Capital VI, LP(2)
Common Stock 1,026 I Foundation Capital VI Principals Fund, LLC(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
FOUNDATION CAPITAL MANAGEMENT CO IV LLC

(Last) (First) (Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Mmbr 13D group owning > 10%
1. Name and Address of Reporting Person*
FOUNDATION CAPITAL IV LP

(Last) (First) (Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Mmbr 13D group owning > 10%
1. Name and Address of Reporting Person*
FC IV ACTIVE ADVISORS FUND LLC

(Last) (First) (Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Mmbr 13D group owning > 10%
1. Name and Address of Reporting Person*
Foundation Capital IV Principals Fund, LLC

(Last) (First) (Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Mmbr 13D group owning > 10%
1. Name and Address of Reporting Person*
Foundation Capital Management Co. VI, LLC

(Last) (First) (Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Mmbr 13D group owning > 10%
1. Name and Address of Reporting Person*
FOUNDATION CAPITAL VI LP

(Last) (First) (Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Mmbr 13D group owning > 10%
1. Name and Address of Reporting Person*
Foundation Capital VI Principals Fund, LLC

(Last) (First) (Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Mmbr 13D group owning > 10%
Explanation of Responses:
1. William B. Elmore, Kathryn C. Gould, Adam Grosser, Paul R. Holland, Paul G. Koontz, Michael N. Schuh and Warren M. Weiss are Managers of Foundation Capital Management Co. IV, LLC ("FCM4"), which serves as the sole manager of Foundation Capital IV, L.P. ("FC4"), FC IV Active Advisors Fund, LLC ("FC4AA"), and Foundation Capital IV Principals Fund, LLC ("FC4P"). FCM4 exercises sole voting and investment power over the shares owned by FC4, FC4AA, and FC4P. As managers of FCM4, Ms. Gould and Messrs. Elmore, Grosser, Holland, Koontz, Schuh, and Weiss are deemed to share voting and investment powers over the shares held by FC4, FC4AA, and FC4P. Each member of the group disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
2. William B. Elmore, Adam Grosser, Paul R. Holland, Paul G. Koontz, Michael N. Schuh, Warren M. Weiss, Richard A. Redelfs, Ashmeet S. Sidana, and Charles M. Moldow are Managers of Foundation Capital Management Co. VI, LLC ("FCM6"), which serves as the sole manager of Foundation Capital VI, L.P. ("FC6") and Foundation Capital VI Principals Fund, LLC ("FC6P"). FCM6 exercises sole voting and investment power over the shares owned by FC6 and FC6P. As managers of FCM6, Messrs. Elmore, Grosser, Holland, Koontz, Schuh, Weiss, Redelfs and Moldow are deemed to share voting and investment powers over the shares held by FC6 and FC6P. Each member of the group disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
3. This transaction was executed in multiple trades at prices ranging from $26.94 to $27.87 per share. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4. This transaction was executed in multiple trades at prices ranging from $28.30 to $28.90 per share. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
5. This transaction was executed in multiple trades at prices ranging from $29.17 to $29.34 per share. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
/s/Theodore R. Meyer, Attorney-In-Fact 12/15/2009
** 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 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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