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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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

EnerNOC, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

292764107

(CUSIP Number)

January 25, 2016

(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)

[ X ] 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).

Potential persons who are to 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.

1.

Names of Reporting Persons. Amish Mehta

2. Check the Appropriate Box if
a Member of a Group (See Instructions)

(a) ______

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization
U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 2,226,359
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 2,226,359

9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,226,359

10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented
by Amount in Row (9) 7.1%

12. Type of Reporting Person (See
Instructions) HC, IN

1.

Names of Reporting Persons. SQN Investors LP

2. Check the Appropriate Box if
a Member of a Group (See Instructions)

(a) ______

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization
Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 2,226,359
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 2,226,359

9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,226,359

10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented
by Amount in Row (9) 7.1%

12. Type of Reporting Person (See
Instructions) HC, IA

1.

Names of Reporting Persons. SQN Investors (GP) LLC

2. Check the Appropriate Box if
a Member of a Group (See Instructions)

(a) ______

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization
Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 2,226,359
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 2,226,359

9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,226,359

10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented
by Amount in Row (9) 7.1%

12. Type of Reporting Person (See
Instructions) HC, OO

1.

Names of Reporting Persons. SQN Partners (GP) LLC

2. Check the Appropriate Box if
a Member of a Group (See Instructions)

(a) ______

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization
Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 2,226,359
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 2,226,359

9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,226,359

10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented
by Amount in Row (9) 7.1%

12. Type of Reporting Person (See
Instructions) HC, OO

1.

Names of Reporting Persons. SQN Investors Master Fund LP

2. Check the Appropriate Box if
a Member of a Group (See Instructions)

(a) ______

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization
Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 2,226,359
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 2,226,359

9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,226,359

10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented
by Amount in Row (9) 7.1%

12. Type of Reporting Person (See
Instructions) PN

1.

Names of Reporting Persons. SQN Investors Fund LP

2. Check the Appropriate Box if
a Member of a Group (See Instructions)

(a) ______

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization
Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 1,836,078
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 1,836,078

9. Aggregate Amount Beneficially
Owned by Each Reporting Person 1,836,078

10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented
by Amount in Row (9) 5.9%

12. Type of Reporting Person (See
Instructions) PN

Item 1.

(a) Name of Issuer

EnerNOC, Inc.

(b) Address of Issuer’s Principal
Executive Offices

One Marina Park Drive, Suite 400, Boston, MA 02210

Item 2.

(a)

The names of the persons filing this statement are: Amish Mehta, SQN Investors LP (“SQN”), SQN Investors GP LLC (“SQN GP”), SQN Partners (GP) LLC (“Fund GP”), SQN Investors Master Fund LP (the “Master Fund”) and SQN Investors Fund LP (the “Fund”) (collectively, the “Filers”).

The Filers are filing this statement jointly, but not as members of a group and each expressly disclaims membership in a group. In addition, filing this Schedule 13G on behalf of the Master Fund and the Fund should not be construed as an admission that either of them is, and each disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the Stock covered by this Schedule 13G.

 

Each Filer also disclaims beneficial ownership of the Stock except to the extent of that person’s pecuniary interest therein.

(b)

The principal business office of the Filers except for the Master Fund is located at: 303 Twin Dolphin Drive, 6th Floor Redwood City, CA 94065

The principal business office of the Master Fund is located at: c/o Morgan Stanley Fund Services (Cayman) Ltd.

Cricket Square

2nd Floor, Boundary Hall

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

(c)

For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

(d)

This statement relates to shares of common stock of the Issuer (the “Stock”).

(e)

The CUSIP number of the Issuer is: 292764107

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.

Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

Item 8. Identification and Classification
of Members of the Group.

 

See Item 2(a) of this Schedule.

Item 9. Notice of Dissolution
of Group

Not applicable.

Item 10. Material to Be Filed as Exhibits

Exhibit A Joint Filing Agreement.

Item 11. Certification.

By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held 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.

Dated: March 2, 2016

SQN INVESTORS (GP) LLC By: /s/ Scott R. Smith Chief Financial Officer	SQN INVESTORS LP By: SQN Investors (GP) LLC General Partner By: /s/ Scott R. Smith Chief Financial Officer
SQN PARTNERS (GP) LLC By: /s/ Scott R. Smith Chief Financial Officer	SQN INVESTORS MASTER FUND LP By: SQN Partners (GP) LLC General Partner By: /s/ Scott R. Smith Chief Financial Officer
SQN INVESTORS FUND LP By: SQN Partners (GP) LLC General Partner By: /s/ Scott R. Smith Chief Financial Officer
/s/ Amish Mehta

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned agree to file jointly with the Securities and Exchange
Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G and reports on Forms 3, 4 or 5 (and any
amendments or supplements thereto) required under section 13(d) or 16(as) of the Securities Exchange Act of 1934, as amended, in
connection with purchases and sales by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby
constitute and appoint SQN Investors LP, a Delaware limited partnership, as their true and lawful agent and attorney-in-fact, with
full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish
to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section
16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases and sales, and to do and perform every
act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could
do if personally present.

Dated: March 2, 2016

SQN INVESTORS (GP) LLC By: /s/ Scott R. Smith Chief Financial Officer	SQN INVESTORS LP By: SQN Investors (GP) LLC General Partner By: /s/ Scott R. Smith Chief Financial Officer
SQN PARTNERS (GP) LLC By: /s/ Scott R. Smith Chief Financial Officer	SQN INVESTORS MASTER FUND LP By: SQN Partners (GP) LLC General Partner By: /s/ Scott R. Smith Chief Financial Officer
SQN INVESTORS FUND LP By: SQN Partners (GP) LLC General Partner By: /s/ Scott R. Smith Chief Financial Officer
/s/ Amish Mehta