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Filing Details

Accession Number:
0001181431-12-029349
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-05-11 15:22:10
Reporting Period:
2012-05-09
Filing Date:
2012-05-11
Accepted Time:
2012-05-11 14:22:10
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1372664 Comverge Inc. COMV Auto Controls For Regulating Residential & Comml Environments (3822) 223543611
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1050045 Anthony Tamer C/o H.i.g. Capital
1450 Brickell Avenue, 31St Floor
Miami FL 33131
No No Yes No
1050046 Sami Mnaymneh C/o H.i.g. Capital
1450 Brickell Avenue, 31St Floor
Miami FL 33131
No No Yes No
1173671 Hig Gp Ii Inc C/o H.i.g. Capital
1450 Brickell Avenue, 31St Floor
Miami FL 33131
No No Yes No
1435276 Hig Bayside Debt & Lbo Fund Ii Lp C/o H.i.g. Capital
1450 Brickell Avenue, 31St Floor
Miami FL 33131
No No Yes No
1475051 H.i.g. Bayside Advisors Ii, L.l.c. C/o H.i.g. Capital
1450 Brickell Avenue, 31St Floor
Miami FL 33131
No No Yes No
1544644 Peak Holding Corp. C/o H.i.g. Capital
1450 Brickell Avenue, 31St Floor
Miami FL 33131
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2012-05-09 14,407,789 $1.75 14,407,789 No 4 P Indirect Shares owned by Peak Merger Corp.
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect Shares owned by Peak Merger Corp.
Footnotes
  1. 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the Offer has advised Parent and Purchaser that a total of 14,407,789 Shares had been validly tendered and not properly withdrawn upon expiration of the Offer (including 744,898 Shares subject to guaranteed delivery procedures).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.
  2. 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.
  3. 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.