sc13g
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

POWERSECURE INTERNATIONAL, INC.


(Name of Issuer)

Shares of Common Stock, par value $0.01 per share


(Title of Class of Securities)

73936N105


(Cusip Number)

December 31, 2007


(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        x Rule 13d-1 (b)

        o Rule 13d-1 (c)

        o Rule 13d-1 (d)

1 of 9


TABLE OF CONTENTS

SCHEDULE 13G
SIGNATURE
Joint Filing Agreement


Table of Contents

             
13G
CUSIP No. 73936N105 Page 2 of 9

  1. Name of Reporting Person:
Kleinheinz Capital Partners, Inc.
I.R.S. Identification Nos. of above persons (entities only):
75-2633745

  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
Texas

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
857,919**

6. Shared Voting Power:
0

7. Sole Dispositive Power:
857,919**

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
857,919**

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

  11.Percent of Class Represented by Amount in Row (9):
5.10%**

  12.Type of Reporting Person:
IA

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

2 of 9


Table of Contents

             
13G
CUSIP No. 73936N105 Page 3 of 9

  1. Name of Reporting Person:
Kleinheinz Capital Partners LDC
I.R.S. Identification Nos. of above persons (entities only):
52-2294216

  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
857,919**

6. Shared Voting Power:
0

7. Sole Dispositive Power:
857,919**

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
857,919**

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

  11.Percent of Class Represented by Amount in Row (9):
5.10%**

  12.Type of Reporting Person:
CO

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

3 of 9


Table of Contents

             
13G
CUSIP No. 73936N105 Page 4 of 9

  1. Name of Reporting Person:
John Kleinheinz
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
857,919**

6. Shared Voting Power:
0

7. Sole Dispositive Power:
857,919**

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
857,919**

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

  11.Percent of Class Represented by Amount in Row (9):
5.10%**

  12.Type of Reporting Person:
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

4 of 9


Table of Contents

SCHEDULE 13G

     This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Kleinheinz Capital Partners, Inc., a Texas corporation (“Kleinheinz”), Kleinheinz Capital Partners LDC, a Cayman Islands limited duration company (the “LDC”), and John Kleinheinz, the principal of both Kleinheinz and LDC. This Schedule 13G relates to shares of Common Stock of PowerSecure International, Inc., a Delaware corporation (the “Issuer”) purchased by Kleinheinz for the account of private investment funds for which Kleinheinz acts as investment adviser.

Item 1(a)  Name of Issuer.

PowerSecure International, Inc.

Item 1(b)  Address of Issuer’s Principal Executive Offices.

1609 Heritage Commerce Court
Wake Forest, North Carolina 27587

Item 2(a) Name of Person Filing.

  (1)   Kleinheinz Capital Partners, Inc.

  (2)   Kleinheinz Capital Partners LDC

  (3)   John Kleinheinz

Item 2(b)  Address of Principal Business Office, or, if none, Residence.

  (1)   Kleinheinz Capital Partners, Inc.
301 Commerce Street, Suite 1900
Fort Worth, Texas 76102

  (2)   Kleinheinz Capital Partners LDC
c/o Walkers SPV Limited
Walker House, 87 Mary Street
George Town, Grand Cayman
KYI-9002 Cayman Islands

  (3)   John Kleinheinz
301 Commerce Street, Suite 1900
Fort Worth, Texas 76102

Item 2(c)  Citizenship or Place of Organization.

  (1)   Kleinheinz is a corporation organized under the laws of the State of Texas.
  (2)   LDC is a Cayman Islands limited duration company.
  (3)   John Kleinheinz is a U.S. citizen.

Page 5 of 9


Table of Contents

Item 2(d)  Title of Class of Securities.

Common Stock, par value $0.01 per share (the “Common Stock”).

Item 2(e)  CUSIP Number.

73936N105

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a)   o  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

  (b)   o  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

  (c)   o  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

  (d)   o  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

  (e)   x  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

  (f)   o  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(ii)(F).

  (g)   o  A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

  (h)   o  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

  (i)   o  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

  (j)   o  Group, in accordance with §240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box.

Page 6 of 9


Table of Contents

Item 4  Ownership.

  (a)   Kleinheinz, LDC and John Kleinheinz may be deemed the beneficial owners of 857,919 shares of Common Stock.

  (b)   Kleinheinz, LDC, and John Kleinheinz may be deemed the beneficial owners of 5.10% of the outstanding shares of Common Stock. The percentage is determined by dividing 857,919 by 16,806,099, which is the number of shares of Common Stock outstanding as of November 1, 2007, as disclosed by the Issuer on its Form 10Q filed on November 6, 2007.

  (c)   Kleinheinz, LDC and John Kleinheinz, as principal of both entities, have the sole power to vote and dispose of the 857,919 shares of Common Stock beneficially owned.

Item 5  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6  Ownership of More Than Five Percent on Behalf of Another Person.

All securities reported in this schedule are owned by clients of Kleinheinz. Specifically, Global Undervalued Securities Master Fund, LP holds all securities on behalf of its partners, Global Undervalued Securities Fund, LP, Global Undervalued Securities Fund (QP), LP and Global Undervalued Securities Fund, Ltd.

Item 7  Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Not Applicable.

Item 8  Identification and Classification of Members of the Group.

Not Applicable.

Item 9  Notice of Dissolution of Group.

Not Applicable.

Item 10  Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and

Page 7 of 9


Table of Contents

are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits

Exhibit 99.1 Joint Filing Agreement, dated February 14, 2008, between Kleinheinz, LDC and John Kleinheinz.

Page 8 of 9


Table of Contents

SIGNATURE

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

     Date: February 14, 2008

     
    KLEINHEINZ CAPITAL PARTNERS, INC.
     
     
    By: /s/ John B. Kleinheinz
   
    Name: John B. Kleinheinz
Title: President
     
     
    KLEINHEINZ CAPITAL PARTNERS LDC
     
     
    By: /s/ John B. Kleinheinz
   
    Name: John B. Kleinheinz
Title: Managing Director
     
     
    By: /s/ John B. Kleinheinz
   
    John B. Kleinheinz

Page 9 of 9