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*
ARDSLEY ADVISORY PARTNERS

(Last) (First) (Middle)
262 HARBOR DRIVE, 4TH FLOOR

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMVERGE, INC. [ COMV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Please See FN (7), (8)
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2011
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, $0.001 par value ("Common Stock") 12/30/2011 P 345,100 A(1) $1.2347(2) 3,145,500 I See FN(7)(8)
Common Stock 01/03/2012 P 105,000 A(3) $1.3488(4) 3,250,500 I See FN(7)(8)
Common Stock 01/04/2012 P 100,000 A(5) $1.4024(6) 3,350,500 I See FN(7)(8)
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*
ARDSLEY ADVISORY PARTNERS

(Last) (First) (Middle)
262 HARBOR DRIVE, 4TH FLOOR

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Please See FN (7), (8)
1. Name and Address of Reporting Person*
Ardsley Partners Fund II, L.P.

(Last) (First) (Middle)
262 HARBOR DRIVE

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ardsley Partners Institutional Fund, L.P.

(Last) (First) (Middle)
262 HARBOR DRIVE

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ardsley Offshore Fund, Ltd.

(Last) (First) (Middle)
ROMASCO PLACE
WICKHAMS CAY 1

(Street)
ROAD TOWN TORTOLA D8 VG 1110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ardsley Partners Renewable Energy Fund, L.P.

(Last) (First) (Middle)
262 HARBOR DRIVE

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ardsley Renewable Energy Offshore Fund, Ltd.

(Last) (First) (Middle)
ROMASCO PLACE
WICKHAMS CAY 1

(Street)
ROAD TOWN TORTOLA D8 VG 1110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Common Stock acquired by Ardsley Offshore Fund, Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), Ardsley Partners Fund II, L.P.a Delaware limited partnership ("APII"), Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional") and Mr. Spencer Hempleman.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.2237 to $1.3008, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth herein.
3. Common Stock acquired by Ardsley Offshore, APII, Ardsley Institutional, and Mr. Spencer Hempleman.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.3435 to $1.35, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth herein.
5. Common Stock by Ardsley Offshore, APII, and Ardsley Institutional.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.40 to $1.4094, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth herein.
7. The shares reported in Column 5 of this Table I are held directly by APII, Ardsley Institutional, Ardsley Offshore, Ardsley Partners Renewable Energy Fund, L.P., a Delaware limited Partnership ("Ardsley Energy"), Ardsley Renewable Energy Offshore Fund, Ltd., a British Virgin Islands Corporation ("Ardsley Energy Offshore"), a certain managed account (the "Ardsley Managed Account") advised by Ardsley (as defined below), Mr. Spencer Hempleman, a partner of Ardsley and Ardsley Partners (as defined below), Mr. Benjamin Ian Block, a partner of Ardsley and Ardsley Partners, and Mr. Steven Napoli, a partner of Ardsley and Ardsley Partners.
8. Ardsley Advisory Partners, a New York general partnership ("Ardsley") serves as investment manager to Ardsley Offshore, Ardsley Energy Offshore and the Ardsley Managed Account and serves as investment adviser to APII, Ardsley Institutional and Ardsley Energy, and has investment discretion over the securities held by each. Ardsley Partners I, a New York general partnership ("Ardsley Partners") and Mr. Hempleman serve as the general partners of APII, Ardsley Institutional and Ardsley Energy, and have investment discretion over the securities held by each. In addition, Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and, in such capacity, has investment discretion over the securities managed by each. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or their own actual pecuniary interest therein.
Remarks:
To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission.
ARDSLEY ADVISORY PARTNERS, BY: /s/ Steven Napoli, Partner 01/10/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.