CUSIP No. 29268T102
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 7)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Energy Focus, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
29268T102
(CUSIP Number)
Joseph P. Bartlett
The Law Offices of Joseph P. Bartlett, A Professional Corporation
17050 Sunset Blvd., # D
Pacific Palisades, CA 90272
(310) 584-1234
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 30, 2009
(Date of Event which Requires Filing of this Statement)
If the reporting person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David Gelbaum, Trustee, The Quercus Trust
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) /X/
(B) / /
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
U.S.
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(7) Sole Voting Power
-0-
Number of Shares (8) Shared Voting Power
Beneficially Owned 3,636,226 (1)
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
3,636,226 (1)
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,636,226 (1)
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.1% (1)
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(14) Type of Reporting Person (See Instructions)
IN
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-------------------------
(1) See Item 5(a) of this Amendment No. 7 for a more detailed explanation of the
beneficial ownership and percentage of beneficial ownership of the Reporting
Persons with respect to the shares of Common Stock of the Issuer.
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Monica Chavez Gelbaum, Trustee, The Quercus Trust
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) /X/
(B) / /
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.
--------------------------------------------------------------------------------
(7) Sole Voting Power
-0-
Number of Shares (8) Shared Voting Power
Beneficially Owned 3,636,226 (1)
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
3,636,226 (1)
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,636,226 (1)
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.1% (1)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
-------------------------
(1) See Item 5(a) of this Amendment No. 7 for a more detailed explanation of the
beneficial ownership and percentage of beneficial ownership of the Reporting
Persons with respect to the shares of Common Stock of the Issuer.
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Quercus Trust
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) /X/
(B) / /
--------------------------------------------------------------------------------
(3) SEC Use Only
(4) Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.
--------------------------------------------------------------------------------
(7) Sole Voting Power
-0-
Number of Shares (8) Shared Voting Power
Beneficially Owned 3,636,226 (1)
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
3,636,226 (1)
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,636,226 (1)
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.1% (1)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
OO
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-------------------------
(1) See Item 5(a) of this Amendment No. 7 for a more detailed explanation of the
beneficial ownership and percentage of beneficial ownership of the Reporting
Persons with respect to the shares of Common Stock of the Issuer.
Item 1.
This Amendment No. 7 to Schedule 13D (this "Amendment No. 7") amends
and restates, where indicated, the statement on Schedule 13D relating to the
common stock, par value $0.0001 per share, of the Issuer ("Common Stock"), filed
by The Quercus Trust, David Gelbaum and Monica Chavez Gelbaum (collectively, the
"Reporting Persons") with the Securities and Exchange Commission (the "SEC") on
August 31, 2007 and prior amendments thereto (collectively, the "Prior
Schedules"). Capitalized terms used in this Amendment No. 7 but not otherwise
defined herein have the meanings given to them in the Prior Schedules. Except as
otherwise set forth herein, this Amendment No. 7 does not modify any of the
information previously reported by the Reporting Persons in the Prior Schedules.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Amendment No. 7, the Reporting Persons own
the following securities of the Issuer:
(i) 3,636,226 shares of Common Stock, accounting for 24.1% of the
total outstanding shares of Common Stock as reported in the Issuer's 10-Q filed
with the SEC on 8/13/09;
(ii) Warrant to purchase up to 1,560,062 shares of Common Stock
(the "Warrant"), which contains a restriction which currently prohibits the
Reporting Persons from exercising the Warrant to the extent the Reporting
Persons would, after such exercise, be beneficial owners of in excess of 19.9%
of the total outstanding shares of Common Stock, after giving effect to such
exercise;
(iii) Option awarded on 2/26/09 to purchase 10,000 shares of Common
Stock at an exercise price of $1.05 per share, which (x) expires on earlier of
2/26/19 or 2 months after David Gelbaum ceases to serve as a director of the
Issuer and (y) vests in twelve equal monthly installments beginning on the first
month after the award and becoming fully exercisable on 2/26/10 (the "February
Option"); and
(iv) Option awarded on 6/24/09 to purchase 15,000 shares of Common
Stock at an exercise price of $0.60 per share, which (x) expires on earlier of
6/24/19 or 2 months after David Gelbaum ceases to serve as a director of the
Issuer and (y) vests in twelve equal monthly installments beginning on the first
month after the award and becoming fully exercisable on 6/24/10 (the "June
Option" and together with the February Option, collectively, the "Options").
Because of the limitation on exercise of the Warrant described
above, in accordance with Rule 13D, the Reporting Persons do not beneficially
own the shares of Common Stock underlying the Warrant. Therefore, in calculating
beneficial ownership and percentage of beneficial ownership in accordance with
Rule 13D, the Reporting Persons shall be deemed beneficial owners of the sum of
(1) 3,636,226 shares of Common Stock representing 24.1% of the total outstanding
shares of Common Stock and (2) that certain number of vested shares of Common
Stock underlying the Options as of the date hereof (collectively, the "Quercus
Beneficial Ownership").
(b) The Reporting Persons have shared voting and dispositive power with
respect to the Quercus Beneficial Ownership. Each of David Gelbaum and Monica
Chavez Gelbaum, acting alone, has the power to exercise voting and investment
control over the Quercus Beneficial Ownership.
(c) On October 30, 2009, the Reporting Persons exercised their right to
purchase 933,334 shares of Common Stock for a total purchase price of $700,000
in connection with that certain common stock rights offering made by the Issuer,
as announced and the terms of which are described in the Issuer's Form 8-Ks
filed with the SEC on 10/2/09 and 11/2/09.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Pursuant to the Power of Attorney filed as Exhibit "B" to Amendment No.
1 to Schedule 13D filed on August 24, 2007 with respect to the issuer Emcore
Corp., David Gelbaum has been appointed as Monica Chavez Gelbaum's
Attorney-In-Fact.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Agreement Regarding Joint Filing of Amendment No. 7 to
Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this statement may be
filed jointly with the other undersigned parties.
Dated: November 3, 2009 /s/ David Gelbaum
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David Gelbaum, Co-Trustee of The Quercus Trust
/s/ David Gelbaum, As Attorney-in-fact for
Monica Chavez Gelbaum
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Monica Chavez Gelbaum, Co-Trustee of The
Quercus Trust
/s/ David Gelbaum
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The Quercus Trust, David Gelbaum, Co-Trustee
of The Quercus Trust
CUSIP No. 29268T102
EXHIBIT A
AGREEMENT REGARDING JOINT FILING OF AMENDMENT NO. 7 TO SCHEDULE 13D
The undersigned agree that the Amendment No. 7 to Schedule 13D with
respect to the Common Stock of Energy Focus, Inc. is a joint filing being made
on their behalf.
Dated: November 3, 2009 /s/ David Gelbaum
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David Gelbaum, Co-Trustee of The Quercus Trust
/s/ David Gelbaum, As Attorney-in-fact for
Monica Chavez Gelbaum
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Monica Chavez Gelbaum, Co-Trustee of The
Quercus Trust
/s/ David Gelbaum
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The Quercus Trust, David Gelbaum, Co-Trustee
of The Quercus Trust