FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PARSLOW JAMES F 		2. Issuer Name and Ticker or Trading Symbol

World Energy Solutions, Inc. [ XWES ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CFO, Treasurer, Secretary
(Last)          (First)          (Middle)

100 FRONT STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/5/2015
(Street)

WORCESTER, MA 01608
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/5/2015     U (1)    78438   (2) D $5.50   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $3.17   1/5/2015     U   (3)       1250   (4)   12/11/2010   12/11/2016   Common Stock   1250   $0.00   0   D    
Employee Stock Option (Right to Buy)   $3.81   1/5/2015     U   (3)       12000   (5)   9/17/2013   9/17/2019   Common Stock   12000   $0.00   0   D    

Explanation of Responses:
( 1)  These shares are being tendered pursuant to the Agreement and Plan of Merger between World Energy Solutions, Inc., Wolf Merger Sub Corporation, and Enernoc, Inc. dated November 4, 2014.
( 2)  The number of securities beneficially owned includes a restricted stock grant granted on September 20, 2013 in the amount of 40,000. The restricted stock vests 100% three years after date of grant. The unvested restricted stock will be cashed out upon the closing of the Agreement and Plan of Merger between World Energy Solutions, Inc., Wolf Merger Sub Corporation, and Enernoc, Inc. dated November 4, 2014.
( 3)  These shares are being tendered pursuant to the Agreement and Plan of Merger between World Energy Solutions, Inc., Wolf Merger Sub Corporation, and Enernoc, Inc. dated November 4, 2014.
( 4)  The shares in this Employee Stock Option (Right to Buy) are fully vested and will be cashed out upon the closing of the Agreement and Plan of Merger between World Energy Solutions, Inc., Wolf Merger Sub Corporation, and Enernoc, Inc. dated November 4, 2014.
( 5)  Includes 6,750 vested but unexercised shares that will be cashed out upon the closing of the Agreement and Plan of Merger between World Energy Solutions, Inc., Wolf Merger Sub Corporation, and Enernoc, Inc. dated November 4, 2014 ("Agreement") and 5,250 unvested unexercised shares that will be converted into Enernoc, Inc. employee stock options (right to buy) upon the closing of the Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PARSLOW JAMES F
100 FRONT STREET
WORCESTER, MA 01608

CFO, Treasurer, Secretary

Signatures
/s/ Cheryl Parker, as attorney-in-fact 1/7/2015
** 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 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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