Document
CUSIP No. 811065101





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Energy Focus, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

29268T300

(CUSIP Number)

William Cohen
53 East 34th Street
Pine Brook, NJ 07514
973.754.8181

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 19, 2017

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 13d-7(b) 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).


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CUSIP No. 811065101


 
 
 
1
NAME OF REPORTING PERSON
Costar Partners II, LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
 
(see instructions)
 (b)  o
 
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
 New Jersey
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
 
SOLE VOTING POWER
 
 
 0
8
 
SHARED VOTING POWER
 
 
 0
9
 
SOLE DISPOSITIVE POWER
 
 
0
10
 
SHARED DISPOSITIVE POWER
 
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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%
 
14
TYPE OF REPORTING PERSON (see instructions)
OO




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CUSIP No. 811065101


1
NAME OF REPORTING PERSON
William Cohen
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
 
(see instructions)
 (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS  (see instructions)
AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
 
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
7
 
SOLE VOTING POWER
 
 
 
655,179
 
8
 
SHARED VOTING POWER
 
 
 
0
 
9
 
SOLE DISPOSITIVE POWER
 
 
 
655,179
 
10
 
SHARED DISPOSITIVE POWER
 
 
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,179
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
5.5%
 
14
TYPE OF REPORTING PERSON (see instructions)
IN
 
 


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CUSIP No. 811065101


EXPLANATORY NOTE
Costar Partners II, LLC (“Costar”) and William Cohen previously filed a joint statement of beneficial ownership on Schedule 13D with the Securities and Exchange Commission with respect to the Common Stock, $0.0001 par value per share (“Common Stock”), of Energy Focus, Inc. (the “Company”) beneficially owned by Costar and Mr. Cohen. Mr. Cohen is the Manager and controlling member of Costar. On December 19, 2017, Costar distributed its 600,000 shares of Common Stock to its members, including Mr. Cohen. Accordingly, this amendment is being filed to report the disposition of the shares by Costar and termination of its filing obligation and acquisition of such shares by Mr. Cohen as directly owned.
Item 1.            Security and Issuer
This Schedule 13D relates to the Common Stock.
The address of the Company’s principal executive office is 32000 Aurora Road, Suite B, Solon, Ohio 44139. The Company’s telephone number at this address is (440) 715-1300.

Item 2.     Identity and Background.
(a)
This Schedule 13D is filed by Costar Partners II, LLC and William Cohen.
(b)
The business address of Costar and Mr. Cohen is 53 East 34th Street, Pine Brook, NJ 07514.
(c)
Mr. Cohen is the Manager and controlling member of Costar, which is an investment vehicle for investing in the Common Stock.

(d)-(e)
During the past five years, neither Costar nor Mr. Cohen (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, where, as a result of such proceeding, he or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)
Mr. Cohen is a citizen of the United States, and Costar was incorporated in New Jersey.

Item 3.        Source and Amount of Funds and Other Consideration.
Costar distributed the 600,000 shares of Common Stock held by it on December 19, 2017 to its members, including 525,000 shares distributed to Mr. Cohen.

Item 4.        Purpose of Transaction.
The shares of Common Stock were distributed by Costar to Mr. Cohen in connection with the planned dissolution of Costar.
 
Mr. Cohen has no present plans or proposals that relate to, or would result in, any of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D. Mr. Cohen reserves the right to formulate plans and/or make proposals, and to take actions with respect to his investment in the Company, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5.        Interest in Securities of the Issuer.
(a)
As of the date hereof, Mr. Cohen beneficially owns 655,179 shares, which represent 5.5% of the outstanding shares of Common Stock based on information set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed on November 8, 2017 (which reported that there were 11,856,843 shares outstanding as of November 6, 2017). Such shares include options to purchase 10,000 shares of Common Stock.

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CUSIP No. 811065101



(b)
Mr. Cohen has sole voting and dispositive power over the shares of Common Stock reported as beneficially by him in response to Item 5(a) above.
    
(c)
Except as provided above in Item 3, no transactions with respect to the Common Shares have been effected by Mr. Cohen or, to the knowledge of Mr. Cohen, by any of his affiliates, during the 60 days prior to the date of this Schedule 13D.

(d)
Inapplicable.

(e)    Inapplicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On December 7, 2017, Costar entered into a Dissolution and Distribution Agreement with each of its members, including Mr. Cohen, providing for the dissolution of Costar and distribution of the shares of Common Stock held thereby.

Item 7.
Material to Be Filed as Exhibits.

1.    Dissolution and Distribution Agreement dated December 7, 2017.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

Date:
January 4, 2018
 
 
/s/ William Cohen
 
Name:
William Cohen
 
 
 
 
 
COSTAR PARTNERS II, LLC
 
By:
/s/ William Cohen
 
Name:
William Cohen
 
Title:
Manager
 


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Exhibit


Exhibit 1

DISSOLUTION AND DISTRIBUTION AGREEMENT


This Dissolution and Distribution Agreement is entered into as of December 7, 2017 by and among Costar Partners II, LLC (Costar”), William Cohen (“Bill”) and Ray Starker (“Ray).
WHEREAS, Costar is the holder of 600,000 shares of the issued and outstanding stock of Energy Focus Inc. (the “Energy Focus Shares”);
WHEREAS, Bill and Ray are the sole members of Costar, with Bill holding a 87.5% interest and Ray holding an 12.5% interest therein; and
WHEREAS, Bill and Ray wish to distribute to themselves their respective shares of the Energy Focus Shares and thereafter dissolve Costar.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.
1.Costar hereby distributes and assigns (a) 525,000 of the Energy Focus Shares, representing 87.5% of the total Energy Focus Shares held by Costar, to Bill and
(b) 75,000 of the Energy Focus Shares, representing 12.5% of the total Energy Focus Shares held by Costar, to Ray. Each of the parties hereto shall take all actions required to effectuate the foregoing.
2.Following the distribution set forth in paragraph 1 above, Bill and Ray hereby agree to dissolve and liquidate Costar, and Bill is hereby authorized and directed, on behalf of Costar, to commence the wind down of its operations and take all actions required to effectuate the foregoing.

3.Each of the parties hereto hereby covenants and agrees to take such actions as may be necessary to effectuate (a) the distribution of the Energy Focus Shares to Bill and Ray as described herein, including but not limited to the submission of the necessary forms and documentation to Energy Focus Inc. and its transfer agent, Broadridge Corporate Issuer Solutions and (b) the dissolution of Costar, including but not limited to the submission of any requisite filings with the State of New Jersey.
4.This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to its conflicts of law provisions.
6.Bill and Ray each agree to pay (or reimburse any other party hereto) for any fees and expenses of any kind in connection with the foregoing whether incurred on or after the date hereof, in proportion to their respective ownership in Costar on the date hereof.


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7.This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same agreement.

[SIGNATURES ON FOLLOWING PAGE]



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IN WITNESS WHEREOF, the parties have executed this Dissolution and Distribution Agreement as of the first date written above.

 
COSTAR PARTNERS II LLC
 
 
 
 
By:
/s/ William Cohen
 
Name:
William Cohen
 
Title:
Manager
 
 
 
 
 
/s/ William Cohen
 
 
William Cohen
 
 
 
 
 
/s/ Ray Starker
 
 
Ray Starker
 


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