UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

~~June~~August 217, 2017

Date of Report (Date of earliest event reported)

EnerNOC, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33471	87-0698303
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Marina Park Drive, Suite 400, Boston, Massachusetts		02210
(Address of principal executive offices)		(Zip Code)

One Marina Park Drive, Suite 400, Boston, Massachusetts		02210
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 224-9900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☒☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

~~Agreement~~In ~~and~~connection ~~Plan~~with the closing of the Merger (as defined in Item 2.01 of this Current Report on Form 8-K), EnerNOC, Inc. (the “Company”) and Wells Fargo Bank, National Association (the “Trustee”) entered into a First Supplemental Indenture, dated as of August 7, 2017 (the “Supplemental Indenture”) to the Indenture, dated as of August 18, 2014 (the “Indenture”), between the Company and the Trustee, relating to the Company’s 2.25% Convertible Senior Notes due 2019 (the “Notes”).

OnThe ~~June~~Supplemental ~~21,~~Indenture ~~2017,~~provides ~~EnerNOC~~that, ~~Inc.,~~at aand ~~Delaware~~after ~~corporation (~~the ~~“Company”),~~effective ~~entered~~time ~~into an Agreement and Plan~~ of ~~Merger (~~the “ Merger, ~~Agreement”)~~the ~~with~~right ~~Enel~~to ~~Green~~convert ~~Power~~each ~~North America~~$1,000 ~~Inc.,~~principal aamount ~~Delaware~~of ~~corporation~~Notes ~~(“Parent”),~~shall ~~Pine~~be ~~Merger~~changed ~~Sub,~~into ~~Inc.,~~ a ~~Delaware~~right ~~corporation~~to ~~and~~convert asuch ~~wholly-owned~~principal ~~subsidiary~~amount of ~~Parent (“Purchaser”),~~Notes ~~and~~into ~~Enel~~an ~~S.p.A.,~~amount anin ~~Italian~~cash ~~joint-stock~~equal ~~company~~to ~~and~~the ~~parent~~product of ~~Parent~~ (~~“Guarantor”~~i) $7.67 ~~The~~and ~~board~~(ii) the ofConversion ~~directors~~Rate of(as defined in the ~~Company~~Indenture) ~~has~~as ~~unanimously~~of ~~approved~~the date of the ~~Merger~~Supplemental ~~Agreement~~Indenture.

~~Pursuant~~The toforegoing summary description of the ~~Merger~~Supplemental ~~Agreement,~~Indenture ~~upon~~and ~~the~~certain terms ~~and~~of ~~subject~~the Indenture does not purport to ~~the~~be ~~conditions~~complete ~~thereof~~and is subject to, ~~Purchaser~~and ~~will~~qualified ~~commence~~in aits ~~tender~~entirety ~~offer~~by, (the ~~“Offer”)~~ nofull ~~later~~text ~~than~~of ~~July 10,~~the ~~2017~~Supplemental Indenture, towhich ~~acquire~~is ~~all~~attached ofas ~~the~~Exhibit ~~outstanding~~4.1 ~~shares~~hereto, ofand ~~common~~the ~~stock~~full text of the ~~Company~~Indenture, ~~$0.001~~which ~~par~~was ~~value~~filed ~~per~~as ~~share~~Exhibit (4.1 to the ~~“Shares”),~~Current atReport aon ~~purchase~~Form ~~price~~8-K offiled ~~$7.67~~by ~~per~~the ~~Share~~Company ~~in cash~~with the Securities and Exchange Commission (the “~~Offer Price~~SEC”), ~~without~~on ~~interest~~August 18, ~~subject~~2014, toeach ~~any~~of ~~required~~which ~~withholding~~is ofincorporated ~~taxes~~herein by reference.

~~The~~Item ~~obligation~~1.02 ~~of Purchaser~~Termination ~~to purchase Shares tendered in the Offer is subject to the satisfaction or waiver~~ of a ~~number~~Material ofDefinitive ~~conditions set forth in the Merger~~ Agreement, including (i) that there shall have been validly tendered and not validly withdrawn Shares that represent one more than 50% of the total number of Shares outstanding at the time of the expiration of the Offer, including the total number of Shares issuable to holders of options from which Company has received notices of exercise prior to the expiration of the Offer (the “Minimum Condition”) and (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. ~~The consummation of the Offer is not subject to any financing condition.~~

~~Following~~On ~~the~~August 4, ~~completion~~2017, of the ~~Offer~~Company ~~and~~terminated ~~subject to~~ the ~~satisfaction or waiver~~Loan ofand ~~certain~~Security ~~conditions~~Agreement ~~set~~between ~~forth in~~ the ~~Merger~~Company ~~Agreement, Purchaser will merge with~~ and ~~into~~Silicon ~~the~~Valley ~~Company~~Bank, ~~with~~dated ~~the~~August 11, ~~Company~~2014, ~~surviving~~ as aamended ~~wholly-owned subsidiary of Parent~~ (the “~~Merger~~Credit Agreement”). AtAs ~~the effective time~~ of the ~~Merger (the~~date ~~“Effective~~of ~~Time”)~~termination, the ~~Shares~~Company ~~not~~had ~~purchased~~no ~~pursuant~~outstanding toborrowings ~~the~~and ~~Offer~~posted ~~(other~~cash into ~~than~~restricted ~~Shares~~accounts ~~held~~to byreplace ~~the~~approximately ~~Company~~$19 ormillion ~~by stockholders~~ of ~~the~~outstanding ~~Company~~letters ~~who have perfected their statutory rights~~ of ~~appraisal~~credit under ~~Delaware~~the ~~law)~~Credit ~~will each~~Agreement. beIn ~~converted~~addition, ~~into~~ the ~~right~~Company todid ~~receive~~not anincur ~~amount~~any inearly ~~cash~~termination ~~equal~~penalties toin ~~the~~connection ~~Offer~~with ~~Price (~~the ~~“Merger~~termination ~~Consideration”), without interest, subject to any required withholding~~ of ~~taxes~~the Credit Agreement.

~~Each~~Item Company stock option (“Company Option”) that is outstanding as of immediately prior to the Offer Acceptance Time (as defined below) shall accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Offer Acceptance Time2.01 AsCompletion of ~~the~~Acquisition ~~Effective~~or ~~Time~~Disposition ~~each Company Option that is then outstanding and unexercised shall be cancelled and converted into the right to receive cash (without interest) in an amount equal to the product~~ of (i) the total number of Shares subject to such fully vested Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such Company OptionAssets. No holder of a Company Option that has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Company Option before or after the Effective Time.

~~Pursuant~~As topreviously ~~the~~disclosed, ~~Merger~~on June 21, ~~Agreement~~2017, ~~each~~the ~~restricted~~Company ~~stock~~entered ~~unit~~into toan beAgreement ~~issued~~and ~~Shares~~Plan of Merger (the “~~Company~~Merger ~~RSU~~Agreement”) ~~that~~with ~~is outstanding~~Enel asGreen ofPower ~~immediately~~North ~~prior~~America, toInc., ~~the~~a ~~Effective~~Delaware ~~Time shall accelerate and become fully vested effective immediately prior to~~corporation (“Parent”), ~~and~~Pine ~~contingent~~Merger ~~upon~~Sub, ~~the Effective Time~~Inc. ~~In lieu of any issuance of Shares in settlement of such vested Company RSU~~, as ofa ~~the~~Delaware ~~Effective~~corporation ~~Time, each Company RSU that is outstanding shall be cancelled~~ and ~~converted~~wholly ~~into~~owned ~~the~~subsidiary ~~right~~of toParent ~~receive cash~~ (~~without interest~~“Purchaser”) inand, ansolely ~~amount~~for ~~equal to~~ the purposes ~~product~~ of ~~(i) the~~Section ~~total~~9.11 ~~number~~thereof, ofEnel ~~Shares~~S.p.A., ~~issuable~~an inItalian ~~settlement~~joint-stock ofcompany ~~such fully~~and ~~vested~~parent ~~Company~~of ~~RSU~~Parent ~~immediately prior to the Effective Time multiplied by~~ (ii“Guarantor”) ~~the Merger Consideration~~.

~~Each~~Pursuant ~~award of Shares that is subject~~ to ~~vesting~~the orMerger ~~forfeiture~~Agreement, oron ~~repurchase~~July 10, by2017, ~~the~~Purchaser ~~Company~~commenced ~~(the~~a ~~“Company~~tender ~~Restricted~~offer ~~Stock~~to ~~Award”)~~purchase ~~that~~all is outstanding asshares of ~~immediately~~the Company’s ~~prior~~common tostock, (the ~~Effective~~“Shares”) ~~Time~~at ~~shall~~a ~~accelerate~~price ~~and~~of ~~become~~$7.67 ~~fully~~per ~~vested~~share, ~~such~~net ~~that~~ to the ~~Company’s~~seller ~~right~~in ofcash, ~~reacquisition~~without orinterest ~~repurchase,~~and assubject to applicable, ~~shall~~tax ~~lapse~~withholding, inupon ~~full~~the ~~effective~~terms ~~immediately~~and ~~prior~~subject to, ~~and contingent upon,~~ the conditions ~~Effective~~set ~~Time.~~forth Asin of the Offer ~~Acceptance~~to ~~Time~~Purchase, ~~each~~dated ~~Share~~July 10, ~~underlying~~2017, ~~each~~and ~~Company~~in ~~Restricted~~the ~~Stock Award~~related ~~that~~Letter isof ~~outstanding~~Transmittal ~~shall~~(which, betogether ~~treated~~with asall anamendments ~~outstanding~~and ~~Share~~supplements ~~for purposes of this Agreement~~thereto, ~~including~~collectively ~~for~~constitute ~~purposes of tendering pursuant to~~ the “Offer”).

~~Following~~On August 7, 2017, Parent announced that the ~~completion~~offering period of the Offer, ifhad ~~Parent~~expired ~~and~~at ~~Purchaser~~one minute ~~have~~past ~~satisfied~~11:59 ~~the~~p.m., ~~conditions~~Eastern totime, ~~the~~on ~~consummation~~August of4, ~~the~~2017 ~~Merger~~and ~~set~~that ~~forth~~as ~~in the~~of ~~Merger~~such ~~Agreement~~time, ~~the~~based ~~Merger~~on ~~will~~the ~~become~~information ~~effective~~provided onby the ~~date~~depositary onfor ~~which~~the Offer (the ~~Purchaser~~“Depositary”), ~~accepts~~22,207,831 ~~for~~Shares ~~the~~(excluding ~~first~~Shares ~~time,~~with ~~for~~respect ~~payment~~to ~~and~~which ~~pays~~Notices ~~for~~of Guaranteed ~~such~~Delivery ~~number~~were ofdelivered but the Shares represented thereby were not yet delivered) had been validly tendered and not ~~properly~~validly withdrawn asprior ~~satisfies~~to the ~~Minimum~~expiration ~~Condition~~of (the offering, representing approximately 70.8% of the outstanding Shares as ~~“Offer~~of ~~Acceptance~~such ~~Time”)~~time. inAdditionally, ~~accordance~~the ~~with~~Depositary advised Parent and ~~subject~~Purchaser that Notices of Guaranteed Delivery had been delivered with respect to ~~the~~an ~~Delaware~~additional ~~General~~239,928 ~~Corporation~~Shares, ~~Law~~representing approximately 0.8% of the outstanding Shares as of such time.

The ~~Merger~~number ~~Agreement~~of ~~includes~~Shares ~~representations~~validly tendered and ~~warranties~~not ~~and~~validly ~~covenants~~withdrawn ofpursuant to the ~~parties customary~~Offer ~~for~~was asufficient ~~transaction~~to ofhave ~~this~~satisfied ~~nature.~~the ~~Until~~Minimum Condition (as defined in the ~~earlier~~Merger Agreement) of the Offer ~~Acceptance Time~~ and ~~the~~to ~~termination~~enable of the Merger ~~Agreement,~~(as ~~the~~defined ~~Company~~below) ~~has agreed~~ to ~~operate~~occur ~~its~~under ~~business~~Delaware ~~and~~law ~~the~~without ~~business~~a vote of ~~its subsidiaries in~~ the ~~ordinary~~Company’s ~~course~~stockholders. ~~and has~~On ~~agreed~~August to7, ~~certain other operating covenants~~2017, asPurchaser ~~set~~accepted ~~forth~~for ~~more~~payment, ~~fully~~and inpaid ~~the~~for, ~~Merger~~all ~~Agreement.~~Shares ~~The~~validly tendered ~~Company~~and ~~has also agreed~~ not tovalidly ~~solicit~~withdrawn orduring ~~initiate~~the ~~discussions~~offering ~~with~~period ~~any~~(the ~~third~~“Offer ~~party~~Acceptance ~~regarding acquisition proposals~~Time”).

~~The~~On ~~Merger~~August ~~Agreement includes a remedy of specific performance for the Company~~7, ~~Parent~~2017 and Purchaser. The Merger Agreement also includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement by Parent due to a failure to meet the Minimum Condition, the Company will pay the expenses of Parent owed to third parties in connection with the Transaction (the “Parent Expenses”) up to a maximum of $1.65 million. In addition, in connection with the termination of the Merger Agreement under specified circumstances, including termination by the Company to accept and enter into a definitive agreement with respect to an unsolicited superior offer, the Company will be required to pay a termination fee of $8.75 million (approximately 3.5% of the net present value equity value of the transaction), which will include any Parent Expenses paid by the Company (the “Termination Fee”). A superior offer is a written proposal pursuant to ~~which a third party would acquire, among other acquisition structures set forth in~~ the Merger Agreement, 80% or more of the voting power of the Company on terms that the board of directors of the Company determines in its good faith judgment (after consultation with its financial advisors and ~~outside legal counsel) to be more favorable to the Company’s stockholders from a financial point of view than the~~ terms of the ~~Offer and the~~ Merger ~~and is reasonably likely to be consummated in accordance with the terms proposed taking into account relevant factors. Any such termination of the Merger~~ Agreement ~~by the Company is subject to certain conditions, including the Company’s compliance with certain procedures set forth in the Merger Agreement~~ and afollowing ~~determination by~~ the ~~board~~ ofcompletion ~~directors~~ of the ~~Company~~offering ~~that the failure to take such action would reasonably constitute a breach of its fiduciary duties under applicable law~~period, ~~payment of the Termination Fee by the Company and the execution of a definitive agreement by the Company with such third party.~~

~~Tender~~ Purchaser merged with and ~~Support~~into ~~Agreement~~the Company (the “Merger”) upon the filing on such date of a certificate of merger with the Secretary of State of the State of Delaware (the “Effective Time”), with the Company continuing as the surviving corporation and a direct wholly owned subsidiary of Parent. In the Merger, Shares not tendered and accepted for payment in the Offer (other than Shares owned by Parent, Purchaser or the Company or any of their respective subsidiaries or Shares held by stockholders who perfect their appraisal rights under Delaware law) were converted into the right to receive the same $7.67 per Share, net to the holder in cash, without interest and subject to applicable tax withholding, paid in the Offer (the “Merger Consideration”).

~~Concurrently~~Each ~~with~~of the Company’s ~~execution~~stock ~~and~~options ~~delivery~~(“Company ofOption”) ~~the~~that ~~Merger~~were ~~Agreement,~~outstanding onand ~~June 21,~~unexercised ~~2017,~~as ~~Timothy~~of ~~Healy,~~immediately prior to the ~~Company’s~~Offer ~~Chairman~~Acceptance Time accelerated and ~~Chief~~ ~~Executive~~became ~~Officer,~~fully vested and ~~David~~exercisable ~~Brewster,~~effective immediately prior to the Offer ~~Company’s~~Acceptance ~~President,~~Time. ~~each~~As ~~entered~~of ~~into~~the aEffective ~~support~~Time, ~~agreement~~each ~~(the~~Company ~~“Support~~Option ~~Agreement”)~~that ~~with~~was ~~Parent~~then outstanding and ~~Purchaser~~unexercised, ~~pursuant~~whether tovested ~~which~~or ~~each~~unvested, ofwas ~~Mr. Healy~~cancelled and ~~Mr. Brewster~~ ~~agreed,~~converted ~~among~~into ~~other~~the ~~things,~~right to ~~tender~~receive ~~his~~cash ~~Shares~~(without ~~pursuant~~interest) in an amount equal to the product ~~Offer~~of ~~and,~~(i) ifthe ~~necessary,~~total ~~vote~~number ~~his~~of Shares insubject ~~favor~~to ofsuch ~~the~~fully ~~adoption~~vested ofCompany Option immediately prior to the ~~Merger~~Effective ~~Agreement~~Time, ~~and~~multiplied by (ii) the ~~approval~~excess, if any, of (x) the Merger. AsConsideration ofover ~~June 21,~~(y) ~~2017,~~the ~~approximately~~exercise 9%price payable per Share under such Company Option. No holder of ~~the~~a ~~outstanding~~Company ~~Shares~~Option ~~are~~that ~~subject~~had toan ~~the~~exercise ~~Support~~price ~~Agreement.~~per ~~The~~Share ~~Support~~that ~~Agreement~~was ~~terminates~~equal into ~~the~~or ~~event~~greater than the Merger ~~Agreement~~Consideration iswas ~~terminated~~entitled to any payment with respect to such cancelled Company Option before or after the Effective Time.

~~Additional~~Pursuant ~~Information~~to the Merger Agreement, each restricted stock unit (“Company RSU”) that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive cash (without interest) in an amount equal to the product of (i) the total number of Shares issuable in settlement of such Company RSU immediately prior to the Effective Time (without regard to vesting) multiplied by (ii) the Merger Consideration.

~~The~~Each ~~foregoing descriptions~~ of the ~~Merger~~Company’s Shares ~~Agreement~~that ~~and~~was ~~the~~subject ~~Support~~to ~~Agreement~~forfeiture ~~are~~or ~~not~~repurchase ~~complete~~by ~~and~~the ~~are~~Company ~~qualified~~(“Company inRestricted ~~their~~Shares”) ~~entirety~~that bywas ~~reference~~outstanding as of immediately prior to the ~~Merger~~Effective ~~Agreement,~~Time ~~which~~accelerated isand ~~attached~~became asfully ~~Exhibit~~vested ~~2.1~~such tothat ~~this~~the Company’s ~~report~~right ~~and~~of ~~incorporated~~forfeiture ~~herein~~or byrepurchase, ~~reference~~as applicable, ~~and~~lapsed ~~the Support~~in ~~Agreement,~~full effective immediately prior to the ~~form~~Effective Time. Each of ~~which~~the isCompany ~~attached~~Restricted Shares was treated as ~~Exhibit~~an ~~2.2~~outstanding toShare ~~this~~for ~~report~~purposes ~~and~~of ~~incorporated~~the ~~herein~~Merger byAgreement, including ~~reference~~for purposes of tendering pursuant to the Offer.

The ~~Merger~~total ~~Agreement and~~consideration ~~the~~to ~~Support~~be ~~Agreement,~~paid ~~and~~is ~~the~~expected ~~foregoing~~to ~~descriptions~~be ofapproximately ~~each~~$250 ~~agreement~~million, ~~have been included to provide investors and stockholders with information regarding the terms~~ of ~~each agreement. The assertions embodied in the representations and~~which ~~warranties~~approximately ~~contained~~$172 inmillion ~~the~~has ~~Merger~~been ~~Agreement~~paid ~~are qualified~~ by ~~information~~Purchaser in ~~confidential~~accordance ~~disclosure schedules delivered by the Company to Parent in connection~~ with the ~~signing~~terms of the ~~Merger~~Offer ~~Agreement.~~for ~~Moreover,~~Shares ~~certain~~that ~~representations and warranties in the Merger Agreement~~ were ~~made~~validly astendered ofand anot ~~specified~~validly ~~date,~~withdrawn ~~may~~in ~~be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for~~ the ~~purpose~~offering ~~of allocating risk between the parties to the Merger Agreement~~period. ~~Accordingly,~~These ~~the~~amounts ~~representations~~exclude ~~and~~fees ~~warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts~~ and ~~circumstances~~expenses ofrelated ~~the~~to ~~Company at~~ the ~~time~~ ~~they~~Offer ~~were made~~ and the ~~information in the~~ Merger. ~~Agreement~~Parent ~~should~~provided bePurchaser ~~considered in conjunction~~ with ~~the~~sufficient ~~entirety~~funds ofto ~~the~~purchase ~~factual~~all ~~disclosure~~Shares ~~about~~accepted ~~the~~for ~~Company~~payment in the ~~Company’s~~offering ~~public~~period ~~reports filed with the SEC. Information concerning the subject matter~~ of the ~~representations~~Offer and ~~warranties~~all ~~may~~shares ~~change~~purchased ~~after the date of the Merger Agreement, which subsequent information may or may not be fully reflected~~ in the ~~Company’s public disclosures~~Merger.

~~Notice~~The toforegoing ~~Investors/Important~~description ~~Additional~~of ~~Information~~the ~~will~~Merger Agreement and the related transactions does not purport to be ~~Filed~~complete ~~with~~and is qualified in its entirety by reference to the Ufull text of the Merger Agreement, a copy of which is filed as Exhibit 2.S.1 ~~Securities~~to the Current Report on Form 8-K filed by the Company with the SEC on June 23, 2017 and ~~Exchange Commission~~is incorporated herein by reference.

~~The~~Item ~~Offer has not yet commenced~~3.01 ~~This~~Notice ~~report and the attached exhibits are neither an offer to buy nor a solicitation~~ of ~~an offer~~Delisting toor ~~sell~~Failure ~~any securities of the Company. The solicitation and the offer~~ to ~~buy~~Satisfy ~~the Shares will only be made pursuant to~~ a ~~tender~~Continued ~~offer~~Listing ~~statement~~Rule on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Purchaser intends to file with the Securities and Exchange Commission (the “SEC”). In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer. Once filed, investors will be able to obtain the tender statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of the Company on Schedule 14D-9 and related materials with respect to the tender offer and the merger, free of charge at the website of the SEC at www.sec.gov or ~~from~~Standard; ~~the~~Transfer information agent and dealer manager named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by the Company under the “Investors” section of ~~the Company’s website at www~~Listing.enernoc.com. Investors are advised to read these documents when they become available, including the Solicitation/Recommendation Statement of the Company and any amendments thereto, as well as any other documents relating to the Offer and the Merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the Offer because they contain important information, including the terms and conditions of the Offer.

~~Forward~~As a ~~Looking~~result ~~Statements~~of the Merger, the Company no longer fulfills the numerical listing requirements of the NASDAQ Global Select Market (“NASDAQ”). Accordingly, on August 7, 2017, at the Company’s request, NASDAQ filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to effect the delisting of shares of the Company’s common stock from NASDAQ. The Company’s common stock, which previously traded under the symbol “ENOC,” ceased to be traded on NASDAQ after the closing of trading on August 7, 2017. In addition, the Company intends to file with the SEC a Certification on Form 15 under the Exchange Act requesting the Shares be deregistered and that the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act be terminated.

~~Certain~~Item statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the sale of the Company and any statements relating to the Company’s business and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements3.”03 ~~These~~Material ~~forward-looking~~Modification ~~statements generally include statements that are predictive in nature and depend upon or refer~~ to ~~future~~Rights events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Such forward-looking statements include the ability of ~~the~~Security Company, Parent, Purchaser and Guarantor to complete the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger AgreementHolders. The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the Offer and the subsequent Merger; uncertainties as to how many of the Company’s stockholders will tender their Shares in the Offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the Merger; the effects of disruption from the transactions of the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; and other uncertainties pertaining to the business of the Company, including those detailed in the Company’s public filings with the Securities and Exchange Commission from time to time, including the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Reports on Form 10-Q. The reader is cautioned not to unduly rely on these forward-looking statements. The Company expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

To the extent required by Item 3.03 of Form 8-K, the disclosure contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03 below is incorporated herein by reference. At the Effective Time, holders of Shares immediately prior to such time ceased to have any rights as stockholders in the Company (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).

Item 5.01

Changes in Control of Registrant.

The disclosure contained in Item 2.01 above is incorporated herein by reference.

As a result of the consummation of the Offer and the Merger, there was a change in control of the Company, and Parent, as the direct parent of Purchaser, acquired control of the Company. As of the Effective Time, the Company became a direct wholly owned subsidiary of Parent.

To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, effective as of the Effective Time, on August 7, 2017, each of Kirk Arnold, James Baum, David Brewster, Arthur Coviello, TJ Glauthier, Gary Haroian and Timothy Healy resigned as directors of the Company and from any committees of the Company’s Board of Directors on which they then served. In addition, pursuant to the Merger Agreement and effective as of immediately after the Effective Time, on August 7, 2017, Gianfranco Butera, Rafael González, Stephen Pike and Michael I. Storch (collectively, the “Post-Closing Directors”) were appointed to the Board of Directors of the Company. Each of the Post-Closing Directors is a director of Purchaser. Biographical information for each of the Post-Closing Directors was previously furnished to the Company and its stockholders by Parent and Purchaser and is set forth in Schedule A to the Offer to Purchase filed by Parent and Purchaser with the SEC on July 10, 2017, as subsequently amended, which is incorporated by reference herein.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger, the certificate of incorporation of the Company was amended and restated, the text of which amendment and restatement is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

Pursuant to the Merger, the bylaws of the Company were amended and restated, the text of which amendment and restatement is filed as Exhibit 3.2 to this Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits.

Number		Description
2.1*		Agreement and Plan of Merger, dated as of June 21, 2017, by and among EnerNOC, Inc., Parent, Purchaser and Guarantor.
2.1		Agreement and Plan of Merger, dated as of June 21, 2017, by and among EnerNOC, Inc., Parent, Purchaser and Guarantor (incorporated by reference to Exhibit 2.1 to EnerNOC, Inc.’s Form 8-K (No. 001-33471) filed with the SEC on June 23, 2017).
2.2		Form of Tender and Support Agreement, dated June 21, 2017, by and among Parent, Purchaser and each of the shareholders named therein.
3.1		Amended and Restated Certificate of Incorporation of EnerNOC, Inc.
3.2		Amended and Restated Bylaws of EnerNOC, Inc.
4.1		First Supplemental Indenture, dated as of August 7, 2017, by and between EnerNOC, Inc. and Wells Fargo Bank, National Association, as Trustee, to Indenture dated as of August 18, 2014 relating to 2.25% Convertible Senior Notes due 2019.

* Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Number		Description
2.1*		Agreement and Plan of Merger, dated as of June 21, 2017, by and among EnerNOC, Inc., Parent, Purchaser and Guarantor.
2.1		Agreement and Plan of Merger, dated as of June 21, 2017, by and among EnerNOC, Inc., Parent, Purchaser and Guarantor (incorporated by reference to Exhibit 2.1 to EnerNOC, Inc.’s Form 8-K (No. 001-33471) filed with the SEC on June 23, 2017).
2.2		Form of Tender and Support Agreement, dated June 21, 2017, by and among Parent, Purchaser and each of the shareholders named therein.
3.1		Amended and Restated Certificate of Incorporation of EnerNOC, Inc.
3.2		Amended and Restated Bylaws of EnerNOC, Inc.
4.1		First Supplemental Indenture, dated as of August 7, 2017, by and between EnerNOC, Inc. and Wells Fargo Bank, National Association, as Trustee, to Indenture dated as of August 18, 2014 relating to 2.25% Convertible Senior Notes due 2019.

* Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

EnerNOC, Inc.

Dated: June 23, 2017

Dated: August 7, 2017

/s/ William G. Sorenson

William G. Sorenson

Chief Financial Officer

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