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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer
Investment, Ltd.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
Bermuda
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
1,048,536
(1)
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6.
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SHARED
VOTING POWER
None.
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7.
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SOLE
DISPOSITIVE POWER
1,048,536
(1)
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8.
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SHARED
DISPOSITIVE POWER
None.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,048,536
(1)
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|||
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.85%
(2)
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12.
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TYPE
OF REPORTING PERSON: OO
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Item
1(a).
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Name
of Issuer.
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|
|
Energy
Focus, Inc. (the “Issuer”)
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||
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices.
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32000
Aurora Road, Solon, Ohio 44139
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Item
2(a).
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Names
of Person Filing.
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Midsummer
Investment, Ltd. (“Midsummer
Investment”)
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Item
2(b).
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Address
of Principal Business Office, or if none, Residence.
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As
to Midsummer Investment:
Midsummer
Investment, Ltd.
c/o
Midsummer Capital, LLC
295
Madison Avenue, 38th
Floor
New
York, New York 10017
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||
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Item
2(c).
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Citizenship.
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Bermuda
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||
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Item
2(d).
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Title
of Class of Securities.
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Common
Stock, par value $0.0001 per share (the “Common
Stock”)
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||
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Item
2(e).
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CUSIP
Number.
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29268T102
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Item
3.
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If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check
whether the person filing is a:
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Not
applicable.
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Item
4.
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Ownership.
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Accordingly,
for the purpose of this Statement:
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Amount
beneficially owned by Midsummer Investment: 1,048,536 shares of Common
Stock of the Issuer.
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(b)
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Percent
of Class: Midsummer Investment beneficially owns 6.85% of the Issuer’s
issued and outstanding Common Stock (based on 14,834,920 shares of Common
Stock issued and outstanding as of February 27, 2009 as stated in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008
and filed with the Securities and Exchange Commission on March 31,
2009).
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(c)
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Number
of shares as to which Midsummer Investment
has:
|
|
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(i)
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Sole
power to direct the vote: 1,048,536 shares of Common Stock of the
Issuer.
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(ii)
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Shared
power to vote or to direct the vote:
None.
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(iii)
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Sole
power to dispose or direct the disposition of the Common Stock: 1,048,536
shares of Common Stock of the
Issuer.
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(iv)
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Shared
power to dispose or direct the disposition of the Common Stock:
None.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
|
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
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|
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Not
applicable.
|
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Item
8.
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Identification
and Classification of Members of the Group.
|
|
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Not
applicable.
|
||
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Item
9.
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Notice
of Dissolution of Group.
|
|
|
Not
applicable.
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||
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Item
10.
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Certification.
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|
|
By
signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction which could have
that purpose or
effect.
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| Date: May 5, 2009 | |||
| MIDSUMMER INVESTMENT, LTD. | |||
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By:
|
/s/ Michel A. Amsalem | |
| Name: Michel A. Amsalem | |||
| Title: President | |||