Sec Form 4 Filing - Tu James @ ENERGY FOCUS, INC/DE - 2020-01-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Tu James 2. Issuer Name and Ticker or Trading Symbol ENERGY FOCUS, INC/DE [ EFOI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & Chairman (Last) (First) (Middle) 1 BRIDGE PLAZA NORTH, #275, 3. Date of Earliest Transaction (MM/DD/YY) 01/16/2020 (Street) FORT LEE, NJ07024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Notes due 2021 ( 1 ) ( 2 ) 01/16/2020 C ( 1 )( 2 ) ( 1 )( 2 ) Series A Convertible Preferred Stock ( 1 ) ( 2 ) ( 1 ) ( 2 ) $ 1,080,000 ( 1 ) ( 2 ) I See footnote ( 1 ) ( 2 ) Series A Convertible Preferred Stock ( 1 ) ( 2 ) 01/16/2020 C 1,721,023 ( 1 ) ( 2 ) ( 2 ) ( 2 ) Common Stock 1,721,023 ( 2 ) ( 1 ) ( 2 ) 1,721,023 I See footnote ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tu James 1 BRIDGE PLAZA NORTH, #275 FORT LEE, NJ07024 X X CEO & Chairman Huang Gina 3F-4, NO.9, MIN QUAN EAST ROAD SECTION 3 LANE 140 SONG SHAN DISTRICT TAIPEI CITY, F5105 X X Jag International Co Ltd. 3F-4, NO.9, MIN QUAN EAST ROAD SECTION 3 LANE 140 SONG SHAN DISTRICT TAIPEI CITY, F5105 X Brilliant Start Enterprise, Inc. 3F-4, NO.9, MIN QUAN EAST ROAD SECTION 3 LANE 140 SONG SHAN DISTRICT TAIPEI CITY, F5105 X 5 ELEMENTS GLOBAL FUND, LP 1 BRIDGE PLAZA NORTH, #275 FORT LEE, NJ07024 X Fusion Park LLC 1 BRIDGE PLAZA NORTH, #275 FORT LEE, NJ07024 X Signatures /s/ Gina Huang (Mei-Yun Huang) 01/28/2020 Signature of Reporting Person Date JAG INTERNATIONAL, LTD. By: /s/ Gina Huang (Mei-Yun Huang), General Partner 01/28/2020 Signature of Reporting Person Date BRILLIANT START ENTERPRISE, INC. By: /s/ Gina Huang (Mei-Yun Huang), General Partner 01/28/2020 Signature of Reporting Person Date /s/ James Tu 01/27/2020 Signature of Reporting Person Date 5 ELEMENTS GLOBAL FUND L.P. By: /s/ James Tu, Managing Partner 01/27/2020 Signature of Reporting Person Date FUSION PARK LLC By: /s/ James Tu, Managing Member 01/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (which is controlled by Gina Huang), for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes. Pursuant to the Note Purchase Agreement, Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively, in principal amount of the subordinated convertible promissory notes. The subordinated convertible promissory notes were amended on May 29, 2019 (as amended, the "Notes"). ( 2 )The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. Upon the conversion of the Notes, Fusion Park and Brilliant Start received 924,253 shares and 796,770 shares, respectively, of Series A Preferred Stock. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

Remarks: On January 30, 2020, 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. Because the aggregate holdings of the "group" exceed 10% of the Common Stock outstanding, each Reporting Person is deemed to be a 10% owner.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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