Energy Focus Inc (EFOI)

[FUNMAN]

They all say they are amendments to previous filings do to the R/S.


EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D amends the statement on Schedule 13D filed on April 24, 2014 (the “Original 13D”), by Mr. Luo and Cleantech Global Limited (formerly Prime Science and Technology Inc.) and amends the Items of the Original 13D set forth below with respect to the Common Stock, $0.0001 par value per share (“Common Stock”), of Energy Focus, Inc. (the “Company”). This Amendment is being filed to report a change in Mr. Luo’s and Cleantech’s ownership percentage as a result of a change in the number of the outstanding shares following the Company’s public offering in August 2014. All share amounts in this Amendment reflect the stock split the Company effected in July 2014.

Item 5. Interest in Securities of the Issuer.

(a)
As of the date hereof, Mr. Luo beneficially owns 913,371 and Cleantech beneficially owns 910,869 shares of Common Stock. Each of Mr. Luo’s and Cleantech’s beneficial ownership represents 9.7% of the outstanding shares of Common Stock based on information set forth in the Company’s Quarter Report on Form 10-Q for the quarter ended June 30, 2014, filed on August 13, 2014 (which reported that there were 9,376,818 shares outstanding as of August 12, 2014). Mr. Luo is the Managing Partner of Cleantech and thus is deemed to have beneficial ownership of Cleantech’s shares of Common Stock.

(b)
Each of Mr. Luo and Cleantech has sole voting and dispositive power over the shares of Common Stock reported as beneficially by it or her in response to Item 5(a) above.






EXPLANATORY NOTE

This Amendment No. 4 to Schedule 13D amends the statement on Schedule 13D filed on July 7, 2011, as amended by Amendment No. 1 filed on April 5, 2012, Amendment No. 2 filed on August 5, 2013 and Amendment No. 3 filed on April 24, 2014 (the “Original 13D”), and is being filed to amend the Items of the Original 13D set forth below with respect to the Common Stock, $0.0001 par value per share (“Common Stock”), of Energy Focus, Inc. (the “Company”). This Amendment is being filed to report a change in Mr. DeSano’s ownership percentage as a result of a change in the number of the outstanding shares following the Company’s public offering in August 2014. All share amounts in this Amendment reflect the stock split the Company effected in July 2014.

Item 5. Interest in Securities of the Issuer.

(a)
As of the date hereof, Mr. DeSano beneficially own 500,869 shares of Common Stock, which represent 5.3% of the outstanding shares of Common Stock based on information set forth in the Company’s Quarter Report on Form 10-Q for the quarter ended June 30, 2014, filed on August 13, 2014 (which reported that there were 9,376,818 shares outstanding as of August 12, 2014).

(b)
Mr. DeSano has sole voting and dispositive power over the shares of Common Stock identified in response to Item 5(a) above.






EXPLANATORY NOTE

Costar Partners II, LLC (“Costar”) and William Cohen previously filed joint statements of beneficial ownership, and an amendment thereto, on Schedule 13G with the Securities and Exchange Commission with respect to the Common Stock, $0.0001 par value per share (“Common Stock”), of Energy Focus, Inc. (the “Company”) beneficially owned by Costar and Mr. Cohen on March 22, 2012 and September 9, 2013. Mr. Cohen is the Manager and controlling member of Costar. Mr. Cohen was elected to the Company’s board of directors on July 15, 2014. As a result, Mr. Cohen is no longer eligible to file beneficial ownership reports on Schedule 13G pursuant to Rule 13d-1(c) and is now filing this report regarding the Common Stock on Schedule 13D.

Item 1. Security and Issuer

This Schedule 13D relates to the Common Stock.

The address of the Company’s principal executive office is 32000 Aurora Road, Suite B, Solon, Ohio 44139. The Company’s telephone number at this address is [phone].

Item 2. Identity and Background.

(a)
This Schedule 13D is filed by Costar Partners II, LLC and William Cohen.

(b)
The business address of Costar and Mr. Cohen is 53 East 34th Street, Pine Brook, NJ 07514.

(c)
Mr. Cohen is the Manager and controlling member of Costar, which is an investment vehicle for investing in the Common Stock.

(d)-(e)
During the past five years, neither Costar nor Mr. Cohen (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, where, as a result of such proceeding, he or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)
Mr. Cohen is a citizen of the United States, and Costar is incorporated in New Jersey.

Item 3. Source and Amount of Funds and Other Consideration.

The shares beneficially owned by Costar, and deemed beneficially owned by Mr. Cohen, were acquired in connection with the Company’s private placement of securities on February 27, 2012, and consist of 400,000 shares of Common Stock and warrants to purchase 200,000 shares of Common Stock.

In addition to the shares of Common Stock Mr. Cohen is deemed to beneficially own as a result of his control of Costar, Mr. Cohen also beneficially owns 109,529 shares of Common Stock, which includes 834 options which will vest within 60 days of September 30, 2014. In conjunction with his election as a director of the Company on July 15, 2014, Mr. Cohen was granted options to purchase 5,000 shares of Common Stock, which vest monthly over a period of 12 months. The remainder of Mr. Cohen’s Common Stock was acquired upon the conversion of 5% convertible subordinated promissory notes from the Company, effective March 31, 2014.