Comverge (COMV)

Item 3.02 Unregistered Sales of Equity Securities

As disclosed in Item 2.01, we have closed our transaction previously described in our Form 8-K filed on June 28, 2007, and accordingly have issued shares of our common stock and subordinated convertible promissory notes that are convertible into shares of our common stock in a private placement pursuant to the exemptions from the registration requirements of the Securities Act of 1933, afforded by Section 4(2) of the Act.

The shares of common stock and the subordinated convertible promissory notes (and the underlying common stock issuable upon conversion of such notes) have not been registered under the Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The information provided under Item 2.01 is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

As described in Item 1.01 above, if the Enerwise Agreement is consummated, we have agreed to issue certain shares of our common stock and subordinated convertible promissory notes that are convertible into shares of our common stock in a private placement pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Act”) afforded by Section 4(2) of the Act.

The shares of common stock and the subordinated convertible promissory notes (and the underlying common stock issuable upon conversion of such notes) have not been registered under the Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The information provided under Item 1.01 is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

As described in Item 1.01 above, if the Enerwise Agreement is consummated, we have agreed to issue certain shares of our common stock and subordinated convertible promissory notes that are convertible into shares of our common stock in a private placement pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Act”) afforded by Section 4(2) of the Act.

The shares of common stock and the subordinated convertible promissory notes (and the underlying common stock issuable upon conversion of such notes) have not been registered under the Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The information provided under Item 1.01 is incorporated herein by reference.