ENERGY FOCUS, INC/DE — Director's Dealing 2021

Apr 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENERGY FOCUS, INC/DE (EFOI)
CIK: 0000924168
Period of Report: 2021-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-01	Common Stock	C	344205	—	Acquired	611683	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-01	Series A Convertible Preferred Stock	$	C	1721023	Disposed		Common Stock (344205.0)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.