Sec Form 4 Filing - Tu James @ ENERGY FOCUS, INC/DE - 2021-04-01

Insider filing report for Changes in Beneficial Ownership
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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)
Chairman and CEO
(Last) (First) (Middle)
32000 AURORA ROAD, SUITE B
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2021
(Street)
SOLON, OH44139
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
Common Stock 04/01/2021 C 344,205 A $ 0 611,683 ( 1 ) ( 2 ) I See footnote ( 1 ) ( 2 )
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
Series A Convertible Preferred Stock ( 3 ) ( 4 ) 04/01/2021 C 1,721,023 ( 3 ) ( 3 ) Common Stock 344,205 ( 3 ) ( 4 ) 0 I See footnote ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tu James
32000 AURORA ROAD
SUITE B
SOLON, OH44139
X X Chairman and CEO
5 ELEMENTS GLOBAL FUND, LP
32000 AURORA ROAD
SOLON, OH44139
X
Brilliant Start Enterprise, Inc.
3F-4, NO.9, MIN QUAN EAST ROAD
SECTION 3 LANE 140 SONG SHAN DISTRICT
TAIPEI CITY, F5105
X
Fusion Park LLC
32000 AURORA ROAD
SOLON, OH44139
X
Huang Gina
32000 AURORA ROAD
SUITE B
SOLON, OH44139
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
Signatures
/s/ Gina Huang (Mei-Yun Huang) 04/05/2021
Signature of Reporting Person Date
/s/ James Tu 04/05/2021
Signature of Reporting Person Date
Jag International Ltd. By: /s/ Gina Huang (Mei-Yun Huang), General Partner 04/05/2021
Signature of Reporting Person Date
Brilliant Start Enterprise, Inc. By: /s/ Gina Huang (Mei-Yun Huang), General Partner 04/05/2021
Signature of Reporting Person Date
5 Elements Global Fund L.P. By: /s/ James Tu, Managing Partner 04/05/2021
Signature of Reporting Person Date
Fusion Park LLC Bu: /s/ James Tu, Managing Member 04/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Tu has shared voting and dispositive power over 60,000 shares of common stock held by 5 Elements Global Fund L.P. ("Global Fund") and 184,851 shares of common stock held by Fusion Park LLC ("Fusion Park"). Global Fund and Fusion Park are controlled affiliates of Mr. Tu.
( 2 )Ms. Huang has shared voting and dispositive power over 246,832 shares of common stock held by Brilliant Start Enterprise Inc. ("Brilliant Start"), and 120,000 shares of common stock held by Jag International Ltd. ("Jag"). Brilliant Start and Jag are controlled affiliates of Ms. Huang.
( 3 )On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park (of which James Tu is the sole member) and Brilliant Start (which is controlled by Gina Huang), for the purchase of subordinated convertible promissory notes (as amended, the "Notes"). Pursuant to their terms, on January 16, 2020, the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferred Stock"), and Fusion Park and Brilliant Start received 924,253 shares and 796,770 shares, respectively, of Series A Preferred Stock. As a result of the 5-for-1 reverse stock split of the Issuer's common stock that occurred on June 11, 2020, the Series A Preferred Stock is convertible into the Issuer's Common Stock on a one-for-five basis and has no expiration.
( 4 )Upon the conversion of their respective shares of Series A Preferred Stock, Fusion Park and Brilliant Start received 184,851 shares and 159,354 shares, respectively, of common stock.

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.

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