0001437749-14-007171.txt : 20140425 0001437749-14-007171.hdr.sgml : 20140425 20140425141117 ACCESSION NUMBER: 0001437749-14-007171 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140425 DATE AS OF CHANGE: 20140425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY FOCUS, INC/DE CENTRAL INDEX KEY: 0000924168 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 943021850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48205 FILM NUMBER: 14784895 BUSINESS ADDRESS: STREET 1: 32000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 5104900719 MAIL ADDRESS: STREET 1: 32000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 FORMER COMPANY: FORMER CONFORMED NAME: FIBERSTARS INC /CA/ DATE OF NAME CHANGE: 19940527 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bright Horizon Partners Inc. CENTRAL INDEX KEY: 0001585412 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SEA MEADOW HOUSE, BLACKBURNE HIGHWAY STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 212-969-9922 MAIL ADDRESS: STREET 1: SEA MEADOW HOUSE, BLACKBURNE HIGHWAY STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 SC 13G 1 bhpi20140425_sc13g.htm SCHEDULE 13G bhpi20140425_sc13g.htm

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13G 

 

Under the Securities Exchange Act of 1934
(Amendment No. __)*

 

 

ENERGY FOCUS, INC.


(Name of Issuer)

 

 

Common Stock


(Title of Class of Securities)

 

 

29268T102


(CUSIP Number)

 

 

June 1, 2013


(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

     ☐ Rule 13d-1(b)

 

     ☒ Rule 13d-1(c)

 

     ☐ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 



 

 

 
 

 

 

1

NAMES OF REPORTING PERSONS

 

 Bright Horizon Partners, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)   ☐

 

(b)   ☐

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

   
 

 British Virgin Islands

 

5

SOLE VOTING POWER

 

 

 

NUMBER OF

 

11,304,347

SHARES

6

SHARED VOTING POWER

BENEFICIALLY

 

 

OWNED BY

   

EACH

7

SOLE DISPOSITIVE POWER

REPORTING

 

 

PERSON

 

11,304,347

WITH:

8

SHARED DISPOSITIVE POWER

 

 

 

 

   

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

11,304,347

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

14.5%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

FI

 

 
 

 

 

Item 1.

 

(a)           Name of issuer:

 

ENERGY FOCUS, INC.

 

(b)           Address of issuer's principal executive offices:

 

32000 Aurora Road, Suite B, Solon, OH 44139

 

Item 2.

 

(a)           Name of person filing:

 

Bright Horizon Partners, Inc.

 

(b)           Address or principal business office or, if none, residence:

 

1300 Avenue of the Americas, 36th Floor

New York, NY 10019

 

(c)           Citizenship:

 

Bright Horizons Partners, Inc. is incorporated in the British Virgin Islands

 

(d)           Title of class of securities:

 

Common Stock

 

(e)           CUSIP No.:

 

29268T102

 

Item 3.   If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

 

(a)

[  ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

   

(b)

[  ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

   

(c)

[  ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

   

(d)

[  ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

   

(e)

[  ] An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

   

(f)

[  ] An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

 

 
 

 

 

(g)

[  ] A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

   

(h)

[  ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

   

(i)

[  ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

   

(j)

[  ] A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

   

(k)

[  ] Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

  

N/A

 

Item 4.   Ownership

 

(a)           Amount beneficially owned

 

11,304,347 (1)

 

(b)           Percent of class:

 

14.5% (2)

 

(c)           Number of shares as to which the person has:

 

(i)            Sole power to vote or to direct the vote

 

11,304,347 (1)

 

(ii)           Shared power to vote or to direct the vote

 

0

 

(iii)          Sole power to dispose or to direct the disposition of

 

11,304,347 (1)

 

(iv)          Shared power to dispose or to direct the disposition of

 

0

 

 

(1)

Consists of shares that the reporting person acquired on March 31, 2014 upon conversion of 5% convertible subordinated promissory notes issued by the issuer (the “Notes”). The reporting person acquired $2,600,000 in aggregate principal amount of Notes in 2013 and the Notes were convertible at the rate of $0.23 per share of Common Stock.

 

(2)

Based on information set forth in the Company’s Current Report on Form 8-K filed on April 11, 2014 (which reported that there were 78,154,330 shares of Common Stock issued and outstanding after giving effect to the conversion of the notes as described in the Form 8-K as of the close of business on March 31, 2014).

 

 
 

 

 

Item 5.   Ownership of 5 Percent or Less of a Class.

 

N/A

 

Item 6.   Ownership of More than 5 Percent on Behalf of Another Person.

 

N/A

 

Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

N/A

 

Item 8.   Identification and Classification of Members of the Group

 

N/A

 

Item 9.   Notice of Dissolution of Group.

 

N/A

 

Item 10. Certifications

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date:     April 25, 2014

Bright Horizon Partners, Inc.

 

 

 

 

 

       

 

 

 

 

 

By:

/s/ Hongfei Zhang

 

 

Name:

Hongfei Zhang

 

 

Title:

Director