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 *

Gelbaum David 		2. Issuer Name and Ticker or Trading Symbol

THERMOENERGY CORP [ TMEN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

1835 NEWPORT BLVD. A109-PMB 467 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/11/2012
(Street)

COSTA MESA, CA 92627
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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   7/11/2012     P (1)    650000   A $0.10   (1) 8011344   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
Common Stock Purchase Warrant   (1) $0.15   7/12/2012     J   (1)    650000       7/11/2012   7/11/2017   Common Stock   650000   $0   (1) 650000   D    

Explanation of Responses:
( 1)  The Reporting Persons purchased a Unit plus a fraction of a Unit consisting of shares of Common Stock and a warrant for the purchase of additional shares of Common Stock. Each Unit consisted of 625,000 shares and a warrant for the purchase of an additional 625,000 shares. The purchase price was $62,500 per Unit. No allocation was made between the purchase price for the shares and the purchase price for the warrant, and the transaction is being reported here as the purchase of Common Stock at a price of $0.10 per share and the acquisition of a warrant for zero consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gelbaum David
1835 NEWPORT BLVD. A109-PMB 467
COSTA MESA, CA 92627
X

Quercus Trust
1835 NEWPORT BLVD. A109-PMB 467
COSTA MESA, CA 92627
X

Gelbaum Monica Chavez
1835 NEWPORT BLVD. A109-PMB 467
COSTA MESA, CA 92627
X


Signatures
/s/ David Gelbaum, Co-Trustee of The Quercus Trust 7/12/2012
** Signature of Reporting Person Date

/s/ David Gelbaum, Attorney-in-Fact for Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust 7/12/2012
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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