EnerNOC Inc (ENOC): Amish Mehta’s SQN Investors Makes Big Push Into Stock

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Page 9 of 12 SEC Filing

Item 3. If this statement is filed pursuant to rule 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 section 240.13d-1(b)(1)(ii)(E).

(f) [ ] An employee benefit plan
or endowment fund in accordance with section 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 association
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)(ii)(J).

(k) [ ] Group, in accordance
with Rule 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 _______________________________________________________________.

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

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

 

If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following [ ].

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

 

SQN is an investment adviser whose clients, including the Master
Fund and the Fund, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Stock. SQN GP is the general partner of SQN and Fund GP is the general partner of investment limited partnerships of which
SQN is the investment adviser, including the Master Fund and the Fund. No individual client, other than Master Fund and the Fund,
holds more than five percent of the outstanding Stock.

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