0001140361-12-001770.txt : 20120110 0001140361-12-001770.hdr.sgml : 20120110 20120110124714 ACCESSION NUMBER: 0001140361-12-001770 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111230 FILED AS OF DATE: 20120110 DATE AS OF CHANGE: 20120110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMVERGE, INC. CENTRAL INDEX KEY: 0001372664 STANDARD INDUSTRIAL CLASSIFICATION: AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENT [3822] IRS NUMBER: 223543611 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5390 TRIANGLE PARKWAY STREET 2: SUITE 300 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 678-392-4954 MAIL ADDRESS: STREET 1: 5390 TRIANGLE PARKWAY STREET 2: SUITE 300 CITY: NORCROSS STATE: GA ZIP: 30092 FORMER COMPANY: FORMER CONFORMED NAME: Comverge, Inc. DATE OF NAME CHANGE: 20060814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ardsley Partners Fund II, L.P. CENTRAL INDEX KEY: 0000836048 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33399 FILM NUMBER: 12519327 BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-355-0700 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE CITY: STAMFORD STATE: CT ZIP: 06902 FORMER NAME: FORMER CONFORMED NAME: ARDSLEY PARTNERS FUND II L P DATE OF NAME CHANGE: 19880714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARDSLEY ADVISORY PARTNERS CENTRAL INDEX KEY: 0000900529 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33399 FILM NUMBER: 12519328 BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-564-4230 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ardsley Offshore Fund, Ltd. CENTRAL INDEX KEY: 0001485582 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33399 FILM NUMBER: 12519325 BUSINESS ADDRESS: STREET 1: ISIS FUND SERVICES LTD. STREET 2: PENBOSS BUILDING, 50 PARLIAMENT STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 203-355-0700 MAIL ADDRESS: STREET 1: ISIS FUND SERVICES LTD. STREET 2: PENBOSS BUILDING, 50 PARLIAMENT STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ardsley Partners Renewable Energy Fund, L.P. CENTRAL INDEX KEY: 0001485583 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33399 FILM NUMBER: 12519324 BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-355-0700 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ardsley Renewable Energy Offshore Fund, Ltd. CENTRAL INDEX KEY: 0001485584 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33399 FILM NUMBER: 12519323 BUSINESS ADDRESS: STREET 1: ISIS FUND SERVICES LTD. STREET 2: PENBOSS BUILDING, 50 PARLIAMENT STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 203-355-0700 MAIL ADDRESS: STREET 1: ISIS FUND SERVICES LTD. STREET 2: PENBOSS BUILDING, 50 PARLIAMENT STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ardsley Partners Institutional Fund, L.P. CENTRAL INDEX KEY: 0001508581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33399 FILM NUMBER: 12519326 BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE STREET 2: C/O ARDSLEY PARTNERS I CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-355-0700 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE STREET 2: C/O ARDSLEY PARTNERS I CITY: STAMFORD STATE: CT ZIP: 06902 4 1 doc1.xml FORM 4 X0304 4 2011-12-30 0 0001372664 COMVERGE, INC. COMV 0000900529 ARDSLEY ADVISORY PARTNERS 262 HARBOR DRIVE, 4TH FLOOR STAMFORD CT 06902 0 0 1 1 Please See FN (7), (8) 0000836048 Ardsley Partners Fund II, L.P. 262 HARBOR DRIVE STAMFORD CT 06902 0 0 1 0 0001508581 Ardsley Partners Institutional Fund, L.P. 262 HARBOR DRIVE STAMFORD CT 06902 0 0 1 0 0001485582 Ardsley Offshore Fund, Ltd. ROMASCO PLACE WICKHAMS CAY 1 ROAD TOWN TORTOLA D8 VG 1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001485583 Ardsley Partners Renewable Energy Fund, L.P. 262 HARBOR DRIVE STAMFORD CT 06902 0 0 1 0 0001485584 Ardsley Renewable Energy Offshore Fund, Ltd. ROMASCO PLACE WICKHAMS CAY 1 ROAD TOWN TORTOLA D8 VG 1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 Common Stock, $0.001 par value ("Common Stock") 2011-12-30 4 P 0 345100 1.2347 A 3145500 I See FN Common Stock 2012-01-03 4 P 0 105000 1.3488 A 3250500 I See FN Common Stock 2012-01-04 4 P 0 100000 1.4024 A 3350500 I See FN 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. 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. Common Stock acquired by Ardsley Offshore, APII, Ardsley Institutional, and Mr. Spencer Hempleman. 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. Common Stock by Ardsley Offshore, APII, and Ardsley Institutional. 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. 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. 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. 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 2012-01-10 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
Joint Filer Information

Name:  Ardsley Partners Fund II, L.P.
Address:  262 Harbor Drive, Stamford, Connecticut 06902
Designated Filer:  Ardsley Advisory Partners
Issuer & Ticker Symbol:  Comverge, Inc. (COMV)
Date of Event Requiring Statement:   12/30/2011

Signature: ARDSLEY PARTNERS FUND II, L.P.

BY:  Ardsley Partners I, its general partner

BY:/s/ Steven Napoli
Name: Steven Napoli
Title:   General Partner


Name:  Ardsley Partners Institutional Fund, L.P.
Address:  262 Harbor Drive, Stamford, Connecticut 06902
Designated Filer:  Ardsley Advisory Partners
Issuer & Ticker Symbol:  Comverge, Inc. (COMV)
Date of Event Requiring Statement:   12/30/2011

Signature: ARDSLEY INSTITUTIONAL FUND, L.P.

BY:  Ardsley Partners I, its general partner

BY:/s/ Steven Napoli
Name: Steven Napoli
Title:   General Partner

 
Name: Ardsley Offshore Fund, Ltd.
Address: Romasco Place, Wickhams Cay 1, Roadtown Tortola, British Virgin Islands
Designated Filer:  Ardsley Advisory Partners
Issuer & Ticker Symbol:  Comverge, Inc. (COMV)
Date of Event Requiring Statement:   12/30/2011

Signature: ARDSLEY OFFSHORE FUND, LTD.

BY:/s/ Steven Napoli
Name: Steven Napoli
Title:  Director

 
 
 
 

 
Name:  Ardsley Partners Renewable Energy Fund, L.P.
Address:  262 Harbor Drive, Stamford, Connecticut 06902
Designated Filer:  Ardsley Advisory Partners
Issuer & Ticker Symbol:  Comverge, Inc. (COMV)
Date of Event Requiring Statement:   12/30/2011

Signature: ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.

BY:  Ardsley Partners I, its general partner

BY:/s/ Steven Napoli
Name: Steven Napoli
Title:   General Partner

Name: Ardsley Renewable Energy Offshore Fund, Ltd.
Address: Romasco Place, Wickhams Cay 1, Roadtown Tortola, British Virgin Islands
Designated Filer:  Ardsley Advisory Partners
Issuer & Ticker Symbol:  Comverge, Inc. (COMV)
Date of Event Requiring Statement:   12/30/2011

Signature: ARDSLEY RENEWABLE ENERGY OFFSHORE FUND, LTD.

BY:/s/ Steven Napoli
Name: Steven Napoli
Title:  Director


 
 
 


 
Name:  Ardsley Partners I
Address:  262 Harbor Drive, Stamford, Connecticut 06902
Designated Filer:  Ardsley Advisory Partners
Issuer & Ticker Symbol:  Comverge, Inc. (COMV)
Date of Event Requiring Statement:   12/30/2011

Signature: ARDSLEY PARTNERS I

BY:/s/ Steven Napoli
Name: Steven Napoli
Title:   General Partner

 
Name:  Philip J. Hempleman, individually
Address:  262 Harbor Drive, Stamford, Connecticut 06902
Designated Filer:  Ardsley Advisory Partners
Issuer & Ticker Symbol:  Comverge, Inc. (COMV)
Date of Event Requiring Statement:   12/30/2011

BY:/s/ Steven Napoli*
     Steven Napoli
As attorney in fact for
Philip J. Hempleman

 

*Evidence of Steven Napoli's Power of Attorney to sign for Philip J. Hempleman was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-000895) and is incorporated by reference into this filing.



 
 
 


Name:  Spencer Hempleman, individually
Address:  262 Harbor Drive, Stamford, Connecticut 06902
Designated Filer:  Ardsley Advisory Partners
Issuer & Ticker Symbol:  Comverge, Inc. (COMV)
Date of Event Requiring Statement:   12/30/2011


BY:/s/ Spencer Hempleman
     Spencer Hempleman

Name:  Benjamin Ian Block, individually
Address:  262 Harbor Drive, Stamford, Connecticut 06902
Designated Filer:  Ardsley Advisory Partners
Issuer & Ticker Symbol:  Comverge, Inc. (COMV)
Date of Event Requiring Statement:   12/30/2011


BY:/s/ Benjamin Ian Block
     Benjamin Ian Block
 
Name:  Steven Napoli, individually
Address:  262 Harbor Drive, Stamford, Connecticut 06902
Designated Filer:  Ardsley Advisory Partners
Issuer & Ticker Symbol:  Comverge, Inc. (COMV)
Date of Event Requiring Statement:   12/30/2011


BY:/s/ Steven Napoli
     Steven Napoli