SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
|
Energy Focus, Inc. |
(Name of Issuer) |
|
|
Common Stock, $0.0001 par value per share |
(Title of Class of Securities) |
|
|
September 16, 2015 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☑ Rule 13d-1(c)
☐ Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
|
| | | |
1 | NAMES OF REPORTING PERSONS |
|
Bright Horizon Partners, Inc. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a) ¨ |
(b) ¨ |
3 | SEC USE ONLY |
|
|
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
|
British Virgin Islands |
| 5 | SOLE VOTING POWER |
| |
NUMBER OF | 639,130 |
SHARES | 6 | SHARED VOTING POWER |
BENEFICIALLY | |
OWNED BY | 0 |
EACH | 7 | SOLE DISPOSITIVE POWER |
REPORTING | |
PERSON | 639,130 |
WITH: | 8 | SHARED DISPOSITIVE POWER |
| |
| 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
639,130 |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) |
|
¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
5.5% |
12 | TYPE OF REPORTING PERSON (see instructions) |
|
FI |
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13G amends the statement on Schedule 13G filed on April 25, 2014, as amended by Amendment No. 1 to Schedule 13G filed on February 11, 2015 (the “Original 13G” and, as amended, the “13G”), by Bright Horizon Partners, Inc. and amends the Items of the 13G 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 Bright Horizon Partners, Inc.’s ownership percentage as a result of a sale of shares by Bright Horizon Partners, Inc. as part of, and the resulting change in the number of the outstanding shares following, the Company’s and certain of its stockholders’ public offering of Common Stock in September 2015 (the “Equity Offering”).
Item 4. Ownership
(a)Amount beneficially owned:
639,130
(b)Percent of class:
5.5% (1)
(c)Number of shares as to which the person has:
(i)Sole power to vote or to direct the vote: 639,130
(ii)Shared power to vote or to direct the vote: 0
(iii)Sole power to dispose or to direct the disposition of: 639,130
(iv)Shared power to dispose or to direct the disposition of: 0
| |
(1) | Based on information set forth in the Company’s Prospectus Supplement filed on September 14, 2015 (which reported that there were 11,574,227 shares outstanding as of September 11, 2015 following the Equity Offering). |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
| | | | |
Date: | September 30, 2015 | | | |
| | | | |
| | | BRIGHT HORIZON PARTNERS, INC. |
| | | | |
| | | By: | /s/ Eric Hilliard |
| | | Name: | Eric Hilliard, Attorney-in-Fact for Hongfei Zhang, Director |