- Statement of Changes in Beneficial Ownership (4)
12 5월 2012 - 3:24AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Peak Holding Corp.
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2. Issuer Name
and
Ticker or Trading Symbol
COMVERGE, INC.
[
COMV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O H.I.G. CAPITAL, 1450 BRICKELL AVENUE, 31ST FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/9/2012
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(Street)
MIAMI, FL 33131
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/9/2012
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P
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14407789
(1)
(2)
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A
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$1.75
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14407789
(3)
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I
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Shares owned by Peak Merger Corp.
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On March 26, 2012, Comverge, Inc. ("Comverge") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Peak Holding Corp. ("Parent") and Peak Merger Corp. (the "Purchaser"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser commenced a cash tender offer (the "Offer") to acquire all of the shares of Comverge's Common Stock (the "Shares") at a purchaser price of $1.75 per Share in cash. The Offer expired at 5:00 p.m., New York City time, on Wednesday, May 9, 2012. The depositary of the Offer has advised Parent and Purchaser that a total of 14,407,789 Shares had been validly tendered and not properly withdrawn upon expiration of the Offer (including 744,898 Shares subject to guaranteed delivery procedures). On May 9, 2012, Purchaser accepted for payment all such Shares in accordance with the terms of the Offer.
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(
2)
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The reporting persons disclaim beneficial ownership of the securities disclosed herein, and this report shall not be deemed an admission that any of the reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
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(
3)
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Parent is controlled by H.I.G. Bayside Debt & LBO Fund II, L.P. ("Fund II"). The general partner of Fund II is H.I.G. Bayside Advisors II, LLC ("Advisors II"). H.I.G.-GPII, Inc. ("GPII") is the manager of Advisors II. Sami W. Mnaymneh ("Mnaymneh") and Anthony A. Tamer ("Tamer") are co-presidents, directors and sole shareholders of GPII. Parent, Fund II, Advisors II, GPII, Mnaymneh and Tamer may be deemed to be the indirect beneficial owners of these shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Peak Holding Corp.
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
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X
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TAMER ANTHONY
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
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X
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MNAYMNEH SAMI
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
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X
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HIG GP II INC
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
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X
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H.I.G. Bayside Advisors II, L.L.C.
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
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X
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HIG BAYSIDE DEBT & LBO FUND II LP
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
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X
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Signatures
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Peak Holding Corp., by /s/ Brian D. Schwartz, its President
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5/11/2012
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**
Signature of Reporting Person
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Date
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H.I.G. Bayside Debt & LBO Fund II, L.P., by H.I.G. Bayside Advisors II, LLC, its General Partner, by H.I.G.-GPII, Inc., its Manager, by /s/ Richard H. Siegel, its Vice President and General Counsel
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5/11/2012
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**
Signature of Reporting Person
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Date
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H.I.G. Bayside Advisors II, LLC, by H.I.G.-GPII, Inc., its Manager, by /s/ Richard H. Siegel, its Vice President and General Counsel
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5/11/2012
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**
Signature of Reporting Person
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Date
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H.I.G.-GPII, Inc., by /s/ Richard H. Siegel, its Vice President and General Counsel
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5/11/2012
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**
Signature of Reporting Person
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Date
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Sami W. Mnaymneh by Richard H. Siegel, Attorney-in-fact
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5/11/2012
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**
Signature of Reporting Person
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Date
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Anthony A. Tamer by Richard H. Siegel, Attorney-in-fact
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5/11/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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Comverge, Inc. (MM) (NASDAQ:COMV)
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