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Filing Details

Accession Number:: 0001181431-12-030241
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-05-16 15:19:51
Reporting Period:: 2012-05-15

Filing Date:: 2012-05-16
Accepted Time:: 2012-05-16 14:19:51
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	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
1544641	Peak Merger Corp.	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

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-05-15	82,526,393	$1.75	0	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Footnotes

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"). On May 8, 2012 at midnight, the Offer expired, and Purchaser commenced a subsequent offering period to acquire all remaining untendered Shares. Reflects Shares acquired by the Purchaser (i) during the subsequent offering period which expired at 11:59 p.m., New York City time, on May 14, 2012, (ii) from Comverge upon the exercise of the "top-up" option provided for in the Merger Agreement and (iii) outstanding Shares of Comverge not tendered in the Offer and deemed acquired pursuant to the consummation of the merger of Purchaser with and into Comverge ("Merger") on May 15, 2012.
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.
At the effective time of the Merger, the aforementioned Shares were cancelled and ceased to exist and each share of Purchaser converted into a share of Comverge. As a result of the Merger, Purchaser's separate corporate existence ceased and Comverge survived as a direct wholly owned subsidiary of Parent. 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.