ENERGY FOCUS, INC/DE — Director's Dealing 2020

Jan 30, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENERGY FOCUS, INC/DE (EFOI)
CIK: 0000924168
Period of Report: 2020-01-16

Reporting Person: Tu James (Director, CEO & Chairman, 10% Owner)
Reporting Person: Huang Gina (Director, 10% Owner)
Reporting Person: Jag International Co Ltd. (10% Owner)
Reporting Person: Brilliant Start Enterprise, Inc. (10% Owner)
Reporting Person: 5 ELEMENTS GLOBAL FUND, LP (10% Owner)
Reporting Person: Fusion Park LLC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-16	Convertible Notes due 2021	$	C		Disposed		Series A Convertible Preferred Stock ()	Indirect
2020-01-16	Series A Convertible Preferred Stock	$	C	1721023	Acquired		Common Stock (1721023)	Indirect

Footnotes

F1: 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").

F2: 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.