SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Tu James

(Last) (First) (Middle)
32000 AURORA ROAD
SUITE B

(Street)
SOLON OH 44139

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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)
1. Name and Address of Reporting Person*
Tu James

(Last) (First) (Middle)
32000 AURORA ROAD
SUITE B

(Street)
SOLON OH 44139

(City) (State) (Zip)
1. Name and Address of Reporting Person*
5 ELEMENTS GLOBAL FUND, LP

(Last) (First) (Middle)
32000 AURORA ROAD

(Street)
SOLON OH 44139

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brilliant Start Enterprise, Inc.

(Last) (First) (Middle)
3F-4, NO.9, MIN QUAN EAST ROAD
SECTION 3 LANE 140 SONG SHAN DISTRICT

(Street)
TAIPEI CITY F5 105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fusion Park LLC

(Last) (First) (Middle)
32000 AURORA ROAD

(Street)
SOLON OH 44139

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Huang Gina

(Last) (First) (Middle)
32000 AURORA ROAD
SUITE B

(Street)
SOLON OH 44139

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Jag International Co Ltd.

(Last) (First) (Middle)
3F-4, NO.9, MIN QUAN EAST ROAD
SECTION 3 LANE 140 SONG SHAN DISTRICT

(Street)
TAIPEI CITY F5 105

(City) (State) (Zip)
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.
/s/ Gina Huang (Mei-Yun Huang) 04/05/2021
/s/ James Tu 04/05/2021
Jag International Ltd. By: /s/ Gina Huang (Mei-Yun Huang), General Partner 04/05/2021
Brilliant Start Enterprise, Inc. By: /s/ Gina Huang (Mei-Yun Huang), General Partner 04/05/2021
5 Elements Global Fund L.P. By: /s/ James Tu, Managing Partner 04/05/2021
Fusion Park LLC Bu: /s/ James Tu, Managing Member 04/05/2021
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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