FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MITCHELL C DOUGLAS
2. Issuer Name and Ticker or Trading Symbol

COMMERCE ENERGY GROUP, INC. [ EGR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O COMMERCE ENERGY GROUP, INC., 600 ANTON BLVD., SUITE 2000
3. Date of Earliest Transaction (MM/DD/YYYY)

7/16/2008
(Street)

COSTA MESA, CA 92626
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, $0.001 par value   7/16/2008     A    166667   A $0   170667   (1) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $1.12   7/16/2008        83333         (2) 7/16/2014   Common Stock, $0.001 par value   83333   $0   83333   D  
 

Explanation of Responses:
( 1)  Reporting person received a grant of 166,667 shares of restricted Common Stock of Commerce Energy Group, Inc. (the "Company") subject to vesting restrictions under the Company's Amended and Restated 2006 Stock Incentive Plan (the "Restricted Stock"). The Restricted Stock vested as to 100,000 shares (the "Initially Vested Shares") on July 16, 2008, the date of the award. As to the remaining shares, 33,333 shares vest on July 16, 2009 and 33,334 shares vest on July 16, 2010. If Mr. Mitchell voluntarily resigns before July 16, 2009, Mr. Mitchell will be obligated to return to the Company the Initially Vested Shares, or if he sold such shares, the proceeds of the sale.
( 2)  The stock option shares vested on July 16, 2008.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MITCHELL C DOUGLAS
C/O COMMERCE ENERGY GROUP, INC.
600 ANTON BLVD., SUITE 2000
COSTA MESA, CA 92626


Chief Financial Officer

Signatures
/s/ C. Douglas Mitchell 7/18/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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