Cleantech Global Form 3 ENERGY FOCUS / James Tu ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Tu James

(Last) (First) (Middle)

1 BRIDGE PLAZA NORTH, #275

(Street)

FORT LEE NJ 07024

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2018

3. Issuer Name and Ticker or Trading Symbol
ENERGY FOCUS, INC/DE [ EFOI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% owner group

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share ("Common Stock")	1,167,390	I	See footnotes(1)(2)
Common Stock	519,565	I	See footnote(3)
Common Stock	2,502	D(4)
Common Stock	437,391	I	See footnotes(2)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Tu James

(Last) (First) (Middle)

1 BRIDGE PLAZA NORTH, #275

(Street)

FORT LEE NJ 07024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Huang Gina

(Last) (First) (Middle)

3F-4, NO.9, MIN QUAN EAST ROAD

SECTION 3 LANE 140 SONG SHAN DISTRICT

(Street)

TAIPEI CITY F5 105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Jag International Co Ltd.

(Last) (First) (Middle)

3F-4, NO.9, MIN QUAN EAST ROAD

SECTION 3 LANE 140, SONG SHAN DISTRICT

(Street)

TAIPEI CITY F5 105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brilliant Start Enterprise, Inc.

(Last) (First) (Middle)

3F-4, NO.9, MIN QUAN EAST ROAD

SECTION 3 LANE 140, SONG SHAN DISTRICT

(Street)

TAIPEI CITY F5 105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Luo Jiangang

(Last) (First) (Middle)

18 MICHELLE WAY

(Street)

PINE BROOK NJ 07058

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cleantech Global Ltd

(Last) (First) (Middle)

ONE OFFSHORE INCORPORATION CENTRE

(Street)

ROAD TOWN D8 VG1110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5 ELEMENTS GLOBAL FUND, LP

(Last) (First) (Middle)

1 BRIDGE PLAZA NORTH, #275

(Street)

FORT LEE NJ 07024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cheng Yeh Mei-Hui

(Last) (First) (Middle)

SEA MEADOW HOUSE, BLACKBURNE HIGHWAY,

P.O. BOX 116

(Street)

ROAD TOWN D8 VG1110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Communal International, Ltd.

(Last) (First) (Middle)

1 BRIDGE PLAZA NORTH, #275

(Street)

FORT LEE NJ 07024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5 Elements Energy Efficiency Ltd.

(Last) (First) (Middle)

17F, NO.87, SUNG CHIANG ROAD

(Street)

TAIPEI F5 104

(City) (State) (Zip)

Explanation of Responses:

1. These securities are indirectly beneficially owned by Gina Huang and are directly held as follows: (a) 600,000 shares of Common Stock by Jag International, Ltd., a British Virgin Islands entity ("Jag"), (b) 417,390 shares of Common Stock by Brilliant Start Enterprise, Inc., a British Virgin Islands entity ("Brilliant Start"), and (c) 150,000 shares of Common Stock by 5 Elements Global Fund L.P., a Delaware limited partnership ("Global Fund"). Ms. Huang is the sole owner of each of Jag and Brilliant Start, and has a pecuniary interest in 50% of the 300,000 shares of Common Stock held by Global Fund.

2. Mr. Tu is the Managing Partner of Global Fund and does not beneficially own any securities required to be reported on this Form 3.

3. These securities are directly held by Cleantech Global Ltd. a British Virgin Islands entity ("Cleantech"), and indirectly beneficially owned by Jiangang Luo, who is the Managing Partner of Cleantech. Mr. Luo beneficially owns 5% of the shares of Common Stock held by Cleantech.

4. These securities are owned solely by Jiangang Luo.

5. These securities are indirectly beneficially owned by Yeh Mei-Hui Cheng and are directly held as follows: (a) 150,000 shares of Common Stock by Global Fund and (b) 287,391 by 5 Elements Energy Efficiency Limited, a British Virgin Islands entity ("Energy Efficiency"), which is owned 50% by Ms. Cheng and 50% by Communal International, Ltd. ("Communal"). Each of James Tu and Ms. Cheng is a Co-Founder and 50% owner of Communal. Ms. Cheng is the general partner and controlling partner of Energy Efficiency and has a pecuniary interest in all the shares of Common Stock held by Energy Efficiency. In addition, Ms. Cheng has a pecuniary interest in 50% of the 300,000 shares of Common Stock held by Global Fund.

Remarks:

On November 30, 2018, the Reporting Persons filed a Schedule 13D reporting that they may be deemed to be a "group" under Section 13(d)(3) of the Exchange Act of 1934, as amended, and Rule 13d-5 promulgated thereunder.

	JAMES TU, /s/ James Tu, James Tu	12/07/2018
	GINA HUANG, /s/ Gina Huang (Mei-Yun Huang), Gina Huang (Mei-Yun Huang)	12/06/2018
	JAG INTERNATIONAL, LTD., By: /s/ Gina Huang (Mei-Yun Huang), Gina Huang (Mei-Yun Huang), General Partner	12/06/2018
	BRILLIANT START ENTERPRISE, INC., By: /s/ Gina Huang (Mei-Yun Huang), Gina Huang (Mei-Yun Huang), General Partner	12/06/2018
	JIANGANG LUO, /s/ Jiangang Luo, Jiangang Luo	12/06/2018
	CLEANTECH GLOBAL LTD., By: /s/ Jiangang Luo, Jiangang Luo, Managing Partner	12/06/2018
	5 ELEMENTS GLOBAL FUND L.P., By: /s/ James Tu, James Tu, Managing Partner	12/07/2018
	YEH MEI-HUI CHENG, /s/ Yeh Mei-Hui Cheng, Yeh Mei-Hui Cheng	12/06/2018
	COMMUNAL INTERNATIONAL, LTD., By: /s/ Yeh Mei-Hui Cheng, Yeh Mei-Hui Cheng, Authorized Representative	12/06/2018
	5 ELEMENTS ENERGY EFFICIENCY LIMITED, By: /s/ Yeh Mei-Hui Cheng, Yeh Mei-Hui Cheng, Authorized Representative	12/06/2018
	** Signature of Reporting Person	Date
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