Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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).
|
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
2,300,857
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
2,300,857
|
9. Aggregate Amount Beneficially
Owned by Each Reporting Person
2,300,857
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent of Class Represented
by Amount in Row (9)
7.4%
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
2,300,857
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
2,300,857
|
9. Aggregate Amount Beneficially
Owned by Each Reporting Person
2,300,857
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent of Class Represented
by Amount in Row (9)
7.4%
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
2,300,857
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
2,300,857
|
9. Aggregate Amount Beneficially
Owned by Each Reporting Person
2,300,857
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent of Class Represented
by Amount in Row (9)
7.4%
12. Type of Reporting Person (See
Instructions)
HC, OO
|
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
2,300,857
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
2,300,857
|
9. Aggregate Amount Beneficially
Owned by Each Reporting Person
2,300,857
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent of Class Represented
by Amount in Row (9)
7.4%
12. Type of Reporting Person (See
Instructions)
HC, IN
|
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
2,300,857
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
2,300,857
|
9. Aggregate Amount Beneficially
Owned by Each Reporting Person
2,300,857
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent of Class Represented
by Amount in Row (9)
7.4%
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
1,482,212
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
1,482,212
|
9. Aggregate Amount Beneficially
Owned by Each Reporting Person
1,482,212
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent of Class Represented
by Amount in Row (9)
4.8%
12. Type of Reporting Person (See
Instructions)
HC, OO
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.
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(a)
|
The names of the persons filing this statement are:
SQN Investors LP (“SQN”), SQN Investors GP LLC (“SQN GP”), SQN Partners (GP) LLC (“Fund GP”),
Amish Mehta, SQN Investors Master Fund LP (the “Master Fund”) and SQN Investors Fund LP (the “Fund”) (collectively,
the "Filers").
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|
|
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:
201 Redwood Shores Parkway, Suite 242
Redwood City, CA 94065
|
|
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The principal business office of the Master Fund is located at:
c/o Morgan Stanley Fund Services (Cayman) Ltd.
|
|
(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) [
X
] An investment
adviser in accordance with section 240.13d-1(b)(1)(ii)(E). As to SQN and Fund GP.
(f) [ ] An employee benefit plan
or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
(g) [
X
] A parent holding
company or control person in accordance with 240.13d-1(b)(1)(ii)(G). As to Mr. Mehta and SQN GP.
(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. [
X
].*
* As to the Fund, which no longer holds more than 5% of the Stock.
Therefore, it will no longer file reports with respect to the Issuer under Section 13 of the Act unless it is otherwise required
to do so.
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. Mr. Mehta is the manager of SQN GP and Fund GP. 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, 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.
Not applicable.
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.
Certification of SQN, Fund GP, SQN GP and Mr. Mehta:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
Certification of the Master Fund:
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: February 14, 2017
SQN INVESTORS (GP) LLC
By: /s/ Scott R. Smith
CFO
|
SQN INVESTORS LP
By: SQN Investors (GP) LLC
General Partner
By: /s/ Scott R. Smith
CFO
|
SQN PARTNERS (GP) LLC
By: /s/ Scott R. Smith
CFO
|
SQN INVESTORS MASTER FUND LP
By: SQN Partners (GP) LLC
General Partner
By: /s/ Scott R. Smith
CFO
|
/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(a) 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: February 14, 2017
SQN INVESTORS (GP) LLC
By: /s/ Scott R. Smith
CFO
|
SQN INVESTORS LP
By: SQN Investors (GP) LLC
General Partner
By: /s/ Scott R. Smith
CFO
|
SQN PARTNERS (GP) LLC
By: /s/ Scott R. Smith
CFO
|
SQN INVESTORS MASTER FUND LP
By: SQN Partners (GP) LLC
General Partner
By: /s/ Scott R. Smith
CFO
|
|
|
/s/ Amish Mehta
|
|