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*
HUGHES J WINDER
(Last) (First) (Middle)
PO BOX 389
(Street)
PONTE VEDRA FL 32004
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
THERMOENERGY CORP [ TMEN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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)
Code V Amount (A) or (D) Price
Common Stock 10/01/2012 L 27,000 A $0.1061 4,634,500 I Focus Fund L.P.(1)
Common Stock 10/01/2012 L 40,000 A $0.1099 4,674,500 I Focus Fund L.P.(1)
Common Stock 10/05/2012 L 1,100 A $0.098 4,675,600 I Focus Fund L.P.(1)
Common Stock 10/05/2012 L 7,500 A $0.0952 4,683,100 I Focus Fund L.P.(1)
Common Stock 10/09/2012 P 30,000 A $0.0866 4,713,100 I Focus Fund L.P.(1)
Common Stock 10/17/2012 P 16,145 A $0.102 4,729,245 I Focus Fund L.P.(1)
Common Stock 10/17/2012 P 5,000 A $0.1 4,734,245 I Focus Fund L.P.(1)
Common Stock 10/17/2012 P 30,255 A $0.1027 4,764,500 I Focus Fund L.P.(1)
Common Stock 12/03/2012 P 29,967 A $0.075 4,794,467 I Focus Fund L.P.(1)
Common Stock 12/06/2012 P 25,003 A $0.08 4,819,470 I Focus Fund L.P.(1)
Common Stock 12/07/2012 P 10,000 A $0.093 4,829,470 I Focus Fund L.P.(1)
Common Stock 12/10/2012 P 1,000 A $0.075 4,830,470 I Focus Fund L.P.(1)
Common Stock 12/13/2012 P 10,617 A $0.075 4,841,087 I Focus Fund L.P.(1)
Common Stock 12/26/2012 P 10,000 A $0.0929 4,851,087 I Focus Fund L.P.(1)
Common Stock 12/26/2012 P 23,413 A $0.1 4,874,500 I Focus Fund L.P.(1)
Common Stock 01/07/2013 P 100,000 A $0.07 4,974,500 I Focus Fund L.P.(1)
Common Stock 02/19/2013 P 10,000 A $0.0649 4,984,500 I Focus Fund L.P.(1)
Common Stock 04/05/2013 J(2) V 329,923 A $0 5,314,423 I Focus Fund L.P.(1)
Common Stock 04/05/2013 J(2) V 394,737 A $0 5,709,160(3) I Hughes Children's Trust(4)
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
Explanation of Responses:
1. The Reporting Person is the general partner of Focus Fund L.P. and, as such, is deemed to be the beneficial owner of the securities owned by such entity. He disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
2. Shares were issued, for no consideration, in satisfaction of a contractual anti-dilution price protection relating to the Reporting Person's purchase of shares of Common Stock in a private placement in July 2012.
3. Includes shares owned by Focus Fund L.P., of which the Reporting Person is the general partner, and by the Hughes Children's Trust, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of the securities owned by Focus Fund L.P., except to the extent of his pecuniary interest therein; he disclaims beneficial ownership of the securities owned by the Hughes Children's Trust.
4. The Reporting Person is a trustee of the Hughes Children's Trust and, as such, is deemed to be the beneficial owner of the securities owned by such entity. He disclaims beneficial ownership of such securities.
/s/ J. Winder Hughes III 05/29/2013
** 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.
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