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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	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

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	2012-05-09	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

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the Offer has advised Parent and Purchaser that a total of 14,407,789 Shares had been validly tendered and not properly withdrawn upon expiration of the Offer (including 744,898 Shares subject to guaranteed delivery procedures).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.
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.
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.