UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 11)
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
1900 Avenue of the Stars, 20th Floor
Los Angeles, California 90067
(310) 584-1234
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 28, 2010
(Date of Event which Requires Filing of this Statement)
If the filing 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 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).
| CUSIP No. 29268T102 | |
1. Names of Reporting Person S.S. or I.R.S. Identificaiton No. of Above Person David Gelbaum, Trustee, The Quercus Trust | |
| 2. Check the Appropriate Box if a Member of a Group | |
(a) x (b) o | |
3. SEC Use Only | |
4. Source of Funds PF | |
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
6. Citizenship or Place of Organization U.S. | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. Sole Voting Power -0- |
8. Shared Voting Power 6,365,038 (1) | |
9. Sole Dispositive Power -0- | |
10. Shared Dispositive Power 6,365,038 (1) | |
11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,365,038 (1) | |
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | |
13. Percent of Class Represented by Amount in Row (11) 26.0% | |
14. Type of Reporting Person IN | |
__________________
(1) See Item 5(a) of this Amendment No. 11 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.
| CUSIP No. 29268T102 | |
1. Names of Reporting Person S.S. or I.R.S. Identificaiton No. of Above Person Monica Chavez Gelbaum, Trustee, The Quercus Trust | |
| 2. Check the Appropriate Box if a Member of a Group | |
(a) x (b) o | |
3. SEC Use Only | |
4. Source of Funds PF | |
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
6. Citizenship or Place of Organization U.S. | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. Sole Voting Power -0- |
8. Shared Voting Power 6,365,038 (1) | |
9. Sole Dispositive Power -0- | |
10. Shared Dispositive Power 6,365,038 (1) | |
11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,365,038 (1) | |
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | |
13. Percent of Class Represented by Amount in Row (11) 26.0% | |
14. Type of Reporting Person IN | |
__________________
(1) See Item 5(a) of this Amendment No. 11 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.
| CUSIP No. 29268T102 | |
1. Names of Reporting Person S.S. or I.R.S. Identificaiton No. of Above Person The Quercus Trust | |
| 2. Check the Appropriate Box if a Member of a Group | |
(a) x (b) o | |
3. SEC Use Only | |
4. Source of Funds PF | |
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
6. Citizenship or Place of Organization U.S. | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. Sole Voting Power -0- |
8. Shared Voting Power 6,365,038 (1) | |
9. Sole Dispositive Power -0- | |
10. Shared Dispositive Power 6,365,038 (1) | |
11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,365,038 (1) | |
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | |
13. Percent of Class Represented by Amount in Row (11) 26.0% | |
14. Type of Reporting Person OO | |
__________________
(1) See Item 5(a) of this Amendment No. 11 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.
CUSIP No. 292687102
Item 1.
This Amendment No. 11 to Schedule 13D (this "Amendment No. 11") 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. 11 but not otherwise defined herein have the meanings given to them in the Prior Schedules. Except as otherwise set forth herein, this Amendment No. 11 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. 11, the Reporting Persons own the following securities of the Issuer:
(i) 6,196,288 shares of Common Stock.
(ii) Vested option (right to buy) awarded on 2/26/09 to purchase 10,000 shares of Common Stock at an exercise price of $1.05 per share, which expires on 2/25/11 (the "February Option").
(iii) Vested option (right to buy) granted on 6/24/09 to purchase 8,750 shares of Common Stock at an exercise price of $0.60 per share, which expires on 2/25/11 (the "June Option" and together with the February Option, collectively, the "Options").
(iv) Warrant to purchase up to 150,000 shares of Common Stock at an exercise price of $0.01 per share (the "2009 Warrant").
In accordance with Rule 13D, the Reporting Persons may be deemed beneficial owners of approximately 6,365,038 shares of Common Stock representing 26.0% of the total outstanding shares of Common Stock as of the date of this Amendment No. 11, which are derived from a sum of (1) 6,196,288 shares of Common Stock and (2) 168,750 vested shares of Common Stock underlying the Options and the 2009 Warrant (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 June 16, the shareholders of the Issuer approved the 2009 warrant, which was a condition to the exercise of the 2009 Warrant. On April 28, 2010, Quercus Trust exercised a warrant to purchase 1,560,062 shares of Common Stock at an exercise price of $0.01 per share.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
(a) 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
CUSIP No. 29268T102
Item 7. Material to Be Filed as Exhibits
Exhibit A: Agreement Regarding Joint Filing of Amendment No. 11 to Schedule 13D
CUSIP No. 292687102
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: July 9, 2010 | /s/ David Gelbaum |
| David Gelbaum, Co-Trustee of The Quercus Trust | |
/s/ David Gelbaum, as Attorney-In-Fact for Monica Chavez Gelbaum | |
Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust | |
| /s/ David Gelbaum | |
| The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust |
CUSIP No. 29268T102
Exhibit A
Agreement Regarding Joint Filing of Amendment No. 11 to Schedule 13D
The undersigned agree that the Amendment No. 11 to Schedule 13D with respect to the Common Stock of Energy Focus, Inc. is a joint filing being made on their behalf.
| Dated: July 9, 2010 | /s/ David Gelbaum |
| David Gelbaum, Co-Trustee of The Quercus Trust | |
/s/ David Gelbaum, as Attorney-In-Fact for Monica Chavez Gelbaum | |
Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust | |
| /s/ David Gelbaum | |
| The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust |