SEC FORM 3

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SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ELLIS ALEXANDER III

(Last)

(First)

(Middle)

120 EAGLE ROCK AVENUE, SUITE 190

(Street)

EAST HANOVER

07936

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/12/2007

3. Issuer Name and Ticker or Trading Symbol
Comverge, Inc. [ COMV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	69,599	I	By partnership⁽⁴⁾
Common Stock	23,199	I	By partnership⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	06/21/2012	Common Stock	7,500	$0.37	D
Stock Option (Right to Buy)	⁽²⁾	06/20/2013	Common Stock	7,500	$2	D
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,861,966	⁽³⁾	I	By partnership⁽⁴⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	620,655	⁽³⁾	I	By partnership⁽⁵⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	75,000	⁽³⁾	I	By partnership⁽⁴⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	25,000	⁽³⁾	I	By partnership⁽⁵⁾

1. Name and Address of Reporting Person^*

ELLIS ALEXANDER III

(Last)

(First)

(Middle)

120 EAGLE ROCK AVENUE, SUITE 190

(Street)

EAST HANOVER

07936

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RockPort Capital Partners, L.P.

(Last)

(First)

(Middle)

160 FEDERAL STREET

18TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RP Co-Investment Fund I, L.P.

(Last)

(First)

(Middle)

160 FEDERAL STREET

18TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Options vest one fourth on June 21, 2006, then over three years at a rate of one-twelfth on the first day of each calendar quarter thereafter. These securities are owned by Alexander Ellis.

2. Options vest over one year at a rate of one fourth every three months, which period commenced September 20, 2006. These securities are owned by Alexander Ellis.

3. The preferred stock is convertible on a 1:1 basis and converts automatically upon the consummation of issuer's initial public offering.

4. These securities are owned by Rockport Capital Partners, L.P. of which Mr. Ellis is a member.

5. These securities are owned by RP Co-Investment Fund I, L.P. of which Mr. Ellis is a member.

	/s/ Alexander Ellis, III	04/12/2007
	/s/ Alexander Ellis, III for Rockport Capital Partners, L.P.	04/12/2007
	/s/ Alexander Ellis, III for RP Co-Investment Fund I, L.P.	04/12/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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