formsc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)

 
ENERGY FOCUS, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)
 
29268T102
(CUSIP Number)
 
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
 
 
o
Rule 13d-1(b)
 
x
Rule 13d-1(c)
 
o
Rule 13d-1(d)
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No.     29268T102
  
Page     2     of     10     Pages
 
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Stiassni Capital Partners, LP                                                              EIN:  55-0900784
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
415,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
415,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARESo
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
12
TYPE OF REPORTING PERSON
PN
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No.     29268T102
  
Page     3     of     10     Pages
 
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Stiassni Capital, LLC                                                                           EIN:  55-0900777
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
415,000, all of which are held by Stiassni Capital Partners, LP (the "Fund").  Stiassni Capital, LLC ("LLC") is the general partner of the Fund.
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
415,000, all of which are held by the Fund.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
12
TYPE OF REPORTING PERSON
IA
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No.     29268T102
  
Page     4     of     10     Pages
 
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Nicholas C. Stiassni
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
415,000, all of which are held by the Fund.  Nicholas C. Stiassni is Managing Member of LLC, which is the general partner of the Fund.
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
415,000, all of which are held by the Fund.  Nicholas C. Stiassni is Managing Member of LLC, which is the general partner of the Fund.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
12
TYPE OF REPORTING PERSON
IN

 
 
 
 
SCHEDULE 13G
 
CUSIP No.     29268T102
  
Page     5     of     10     Pages
 
 
Item 1.
Issuer.
 
(a)           The name of the issuer is Energy Focus, Inc. (the "Issuer").
 
(b)           The address of the Issuer's principal executive office is 32000 Aurora Road, Solon, Ohio 44139.
 
Item 2.
Reporting Person and Security.
 
(a)           Stiassni Capital Partners, LP (the "Fund") is a private investment limited partnership organized under California law.  The general partner of the Fund is Stiassni Capital, LLC ("LLC"), a California limited liability company.  Nicholas C. Stiassni is the Managing Member of LLC.  The Fund, LLC and Nicholas C. Stiassni are referred to herein as the "Reporting Persons."
 
(b)           The business address of the Fund, LLC and Nicholas C. Stiassni is 3400 Palos Verdes Drive West, Rancho Palos Verdes, California 90275.
 
(c)           The Fund is a California limited partnership.  LLC, its general partner, is a California limited liability company.
 
(d)           The title of the class of securities to which this statement relates is the common stock of the Issuer, par value $0.0001 per share (the "Common Stock").
 
(e)           The CUSIP number is 29268T102.
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
(a)           o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
(b)           o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)           o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)           o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)           o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
(f)            o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
(g)           o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
 
 

SCHEDULE 13G
 
CUSIP No.     29268T102
  
Page     6     of     10     Pages
 
 
(h)          o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)            o 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)            o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
(k)           o Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
 
Not Applicable.
 
Item 4.
Ownership.
 
On December 31, 2009, the Fund owned 250,000 shares of Common Stock of the Issuer and warrants to purchase an additional 165,000 shares.
 
LLC owned no securities of the Issuer directly.
 
Nicholas C. Stiassni owned no securities of the Issuer directly.
 
The right to vote and the right to dispose of the shares beneficially owned by the Fund are shared among the Fund and both LLC and Nicholas C. Stiassni.
 
The Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, reported that as of October 30, 2009, the Issuer had 15,078,979 shares of Common Stock outstanding.  Accordingly, assuming that the Issuer had the same number of shares of Common Stock outstanding on December 31, 2009, the individual Reporting Persons had beneficial ownership of the following numbers of shares of Common Stock on December 31, 2009, which represented the following percentages of the Common Stock outstanding:
 
   
Shares Owned
    
Percentage
  
The Fund
     415,000       2.8 %
LLC
     415,000       2.8 %
Nicholas C. Stiassni
     415,000       2.8 %

 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this Schedule 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 [x]
 
Not Applicable.

 
 
 

SCHEDULE 13G
 
CUSIP No.     29268T102
  
Page     7     of     10     Pages
 
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10.
Certifications.
 
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.

 
 
 
 
SCHEDULE 13G
 
CUSIP No.     29268T102
  
Page     8     of     10     Pages
 
 
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:  February 26, 2010
STIASSNI CAPITAL PARTNERS, LP
     
 
By: STIASSNI CAPITAL, LLC,
 
its general partner
     
 
By:
/s/ Nicholas C. Stiassni
   
Nicholas C. Stiassni, Managing Member
     
Dated:  February 26, 2010
STIASSNI CAPITAL, LLC
     
 
By:
/s/ Nicholas C. Stiassni
   
Nicholas C. Stiassni, Managing Member
     
     
   
/s/ Nicholas C. Stiassni
Dated:  February 26, 2010
  
Nicholas C. Stiassni
 
 
 
 

SCHEDULE 13G
 
CUSIP No.     29268T102
  
Page     9     of     10     Pages
 
 
EXHIBIT INDEX
 
Exhibit A
Agreement of Joint Filing
 

 
 
 
 
SCHEDULE 13G
 
CUSIP No.     29268T102
  
Page     10     of     10     Pages
 
 
EXHIBIT A
 
AGREEMENT OF JOINT FILING
 
The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Securities Exchange Act of 1934 a report on Schedule 13G, containing the information required by Schedule 13G, for shares of the common stock of Energy Focus, Inc. beneficially owned by Stiassni Capital Partners, LP, Stiassni Capital, LLC and Nicholas C. Stiassni and such other holdings as may be reported therein.
 
Dated:  February 26, 2010
 
STIASSNI CAPITAL PARTNERS, LP
  
     
By: STIASSNI CAPITAL, LLC, its general partner
  
     
By:
/s/ Nicholas C. Stiassni
  
 
Nicholas C. Stiassni, Managing Member
  
     
STIASSNI CAPITAL, LLC
  
     
By:
/s/ Nicholas C. Stiassni
  
 
Nicholas C. Stiassni, Managing Member
  
     
     
 
/s/ Nicholas C. Stiassni
  
 
Nicholas C. Stiassni