schedule13da.htm
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)

Under the Securities Exchange Act of 1934

POWERSECURE INTERNATIONAL, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

73936N105
(CUSIP Number)

Becker Drapkin Management, L.P.
Attn:  Steven R. Becker
Attn:  Matthew A. Drapkin
500 Crescent Court
Suite 230
Dallas, Texas 75201
(214) 756-6016

With a copy to:

Richard J. Birns, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166-0193
(212) 351-4032
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


July 23, 2014
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
 

SCHEDULE 13D
 
CUSIP No. 73936N105
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Becker Drapkin Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
317,540
8
SHARED VOTING POWER
 
1,330,695
9
SOLE DISPOSITIVE POWER
 
317,540
10
SHARED DISPOSITIVE POWER
 
1,330,695
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,648,235
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.4%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA, PN


 

 

 

 

 
 
 
 

CUSIP No. 73936N105
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Becker Drapkin Partners (QP), L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
1,191,895
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,191,895
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,895
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.3%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN

 
 
 
 

CUSIP No. 73936N105
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
 
Becker Drapkin Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
138,800
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
138,800
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
138,800
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.6%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


 
 
 
 


CUSIP No. 73936N105
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
BC Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,648,235
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,648,235
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,648,235
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.4%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA, OO


 
 
 
 

CUSIP No. 73936N105
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven R. Becker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,648,235
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,648,235
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,648,235
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.4%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
 
 
 

CUSIP No. 73936N105
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Matthew A. Drapkin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,648,235
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,648,235
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,648,235
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.4%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN









 
 
 
 


This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2014 and Amendment No. 1 thereto, filed with the SEC on June 27, 2014, with respect to the shares of common stock, no par value (the “Common Stock”), of Powersecure International, Inc., a Delaware corporation (the “Issuer”).
 
 
Item 3.
Source and Amount of Funds or other Consideration
 
  Item 3 is amended and supplemented to add the following information for updating as of the date hereof:

The Reporting Persons expended an amount equal to $876,000 (including commissions) to purchase the American-style call options exercisable for 300,000 shares of Common Stock until December 20, 2014.
 
Item 5.
Interest in Securities of the Issuer
 
  Item 5 is amended and supplemented to add the following information for updating as of the date hereof:
 
(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 1,648,235 shares of Common Stock (which includes 300,000 shares of Common Stock underlying over-the-counter American-style call options exercisable until December 20, 2014).  Based upon a total of 22,364,162 outstanding shares of Common Stock, as reported in the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2014, the Reporting Persons’ shares represent approximately 7.370% of the outstanding shares of Common Stock.
 
Becker Drapkin QP owns 1,191,895 shares of Common Stock (which includes 217,700 shares of Common Stock underlying over-the-counter American-style call options exercisable until December 20, 2014) (the “Becker Drapkin QP Shares”), which represent approximately 5.330% of the outstanding shares of Common Stock.
 
Becker Drapkin, L.P. owns 138,800 shares of Common Stock (which includes 25,000 shares of Common Stock underlying over-the-counter American-style call options exercisable until December 20, 2014) (the “Becker Drapkin, L.P. Shares”), which represent approximately 0.621% of the outstanding shares of Common Stock.
 
The Becker Drapkin QP Shares and Becker Drapkin, L.P. Shares are collectively referred to herein as the “Becker Drapkin Funds Shares”.
 
Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin QP Shares.  Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares.
 
Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin, L.P. Shares.  Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares.
 
As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares.  BD Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) 317,540 shares held by the Managed Account (which includes 57,300 shares of Common Stock underlying over-the-counter American-style call options exercisable until December 20, 2014) (the “Managed Account Shares”), which represent approximately 1.420% of the outstanding shares of Common Stock.  BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares.
 
The Becker Drapkin Funds disclaim beneficial ownership of the Managed Account Shares.
 
As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BD Management.  BCA does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by BD Management.
 
As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA.  Mr. Becker and Mr. Drapkin each disclaim beneficial ownership of any shares of Common Stock beneficially owned by BCA.

As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.

Certain of the shares reported herein are subject to covered call options as fully reported in Item 6.

(c) The trading dates, number of shares of Common Stock (or options therefor) purchased or sold, and the price per share of Common Stock (or options therefor) for all transactions by the Reporting Persons in shares of Common Stock (or options therefor) within the last 60 days, all of which were brokered transactions, are set forth below.

 
Reporting Person
Trade Date
Purchased (Sold)
Price / Share
Becker Drapkin QP
7/23/2014
(5,361)
$10.1506
Becker Drapkin, L.P.
7/23/2014
(626)
$10.1506
Managed Account
7/23/2014
(1,413)
$10.1506

 
 
 
 
Reporting Person
  
 
 
Trade Date
  
 
 
Buy/Sell
  
 
Title and Amount of Security
  
Title and Amount of Underlying Securities
 
 
 
Strike Price
 
 
 
Price /Share
Expiration Date
 
Becker Drapkin QP
7/23/2014
  S
 
(2,173) American-style call options (option to buy)
  
(217,300) shares of Common Stock
  
$5.00
 
$5.0000
  
12/20/2014
 
Becker Drapkin QP
   7/23/2014  B  
 
2,177 American-style call options (option to buy)
  
217,700 shares of Common Stock
 $7.50
 
$2.9000
12/20/2014
 
Becker Drapkin, L.P.
 
7/23/2014
 		  S  
(254) American-style call options (option to buy)
 
(25,400) shares of Common Stock
 
$5.00
$5.0000
12/20/2014
 
Becker Drapkin,
L.P.
 
7/23/2014
 		  B
 
250 American-style call options (option to buy)
  25,000 shares of Common Stock  $7.50  
$2.9000
  
12/20/2014
 
Managed Account
 
7/23/2014
 		  S
 
(573) American-style call options (option to buy)
 
(57,300) shares of Common Stock
  $5.00  
$5.0000
  
12/20/2014
 
Managed Account
  7/23/2014  B
 
573 American-style call options (option to buy)
  57,300 shares of Common Stock  $7.50  
$2.9000
  
12/20/2014
 
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
  Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
 
On July 23, 2014, the Reporting Persons sold an aggregate of 5,000 covered call options relating to an aggregate of 500,000 shares of Common Stock. Of such covered call options, 2,000 have an exercise price of $10.00 and expire on August 16, 2014, and 3,000 have an exercise price of $12.50 and expire on December 20, 2014. The covered call options were sold for an aggregate price of $320,000. The options may be exercised by the holders thereof prior to the expiration dates and if exercised, will be required to be settled with Common Stock owned by the Reporting Persons. Such covered call options are set forth in the table herein:
 

Reporting Person
Trade Date
Title and Amount of Security Sold
Expiration Date
 Strike Price
 Price / Share
Becker Drapkin QP
7/23/2014
1,452 covered call options (option to buy)
8/16/2014
$10.00
$0.7000
Becker Drapkin QP
7/23/2014
2,177 covered call options (option to buy)
12/20/2014
$12.50
$0.6000
Becker Drapkin, L.P.
7/23/2014
166 covered call options (option to buy)
8/16/2014
$10.00
$0.7000
Becker Drapkin, L.P.
7/23/2014
250 covered call options (option to buy)
12/20/2014
$12.50
$0.6000
Managed Account
7/23/2014
382 covered call options (option to buy)
8/16/2014
$10.00
$0.7000
Managed Account
7/23/2014
573 covered call (option to buy)
12/20/2014
$12.50
$0.6000


 
On July 24, 2014, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer.  Such Joint Filing Agreement is attached hereto as Exhibit 1.
Item 7.
Material to Be Filed as Exhibits
 
Exhibit 1
Joint Filing Agreement, dated July 24, 2014, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin
 

 
 
 
 
 

 
SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated:           July 24, 2014

 
BECKER DRAPKIN MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
   
 
BECKER DRAPKIN PARTNERS (QP), L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BECKER DRAPKIN PARTNERS, L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BC ADVISORS, LLC
 
 
  
 
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
     
 
STEVEN R. BECKER
 
 
  
 
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
     
Title: Attorney-in-Fact
     
 
MATTHEW A. DRAPKIN
     
 
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
     
Title: Attorney-in-Fact
       


 
 
 
 

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of PowerSecure International, Inc., and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: July 24, 2014

[Signature Page Follows]


 
 
 
 



 
BECKER DRAPKIN MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
   
 
BECKER DRAPKIN PARTNERS (QP), L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BECKER DRAPKIN PARTNERS, L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BC ADVISORS, LLC
 
 
  
 
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
     
 
STEVEN R. BECKER
 
 
  
 
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
     
Title: Attorney-in-Fact
     
 
MATTHEW A. DRAPKIN
     
 
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
     
Title: Attorney-in-Fact