Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * HUGHES J WINDER	2. Issuer Name and Ticker or Trading Symbol THERMOENERGY CORP [ TMEN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) PO BOX 389	3. Date of Earliest Transaction (MM/DD/YYYY) 10/9/2012
(Street) PONTE VEDRA, FL 32004 (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	10/1/2012		L		27000	A	$0.1061	4634500	I	Focus Fund L.P.   (1)
Common Stock	10/1/2012		L		40000	A	$0.1099	4674500	I	Focus Fund L.P.   (1)
Common Stock	10/5/2012		L		1100	A	$0.0980	4675600	I	Focus Fund L.P.   (1)
Common Stock	10/5/2012		L		7500	A	$0.0952	4683100	I	Focus Fund L.P.   (1)
Common Stock	10/9/2012		P		30000	A	$0.0866	4713100	I	Focus Fund L.P.   (1)
Common Stock	10/17/2012		P		16145	A	$0.1020	4729245	I	Focus Fund L.P.   (1)
Common Stock	10/17/2012		P		5000	A	$0.1000	4734245	I	Focus Fund L.P.   (1)
Common Stock	10/17/2012		P		30255	A	$0.1027	4764500	I	Focus Fund L.P.   (1)
Common Stock	12/3/2012		P		29967	A	$0.0750	4794467	I	Focus Fund L.P.   (1)
Common Stock	12/6/2012		P		25003	A	$0.0800	4819470	I	Focus Fund L.P.   (1)
Common Stock	12/7/2012		P		10000	A	$0.0930	4829470	I	Focus Fund L.P.   (1)
Common Stock	12/10/2012		P		1000	A	$0.0750	4830470	I	Focus Fund L.P.   (1)
Common Stock	12/13/2012		P		10617	A	$0.0750	4841087	I	Focus Fund L.P.   (1)
Common Stock	12/26/2012		P		10000	A	$0.0929	4851087	I	Focus Fund L.P.   (1)
Common Stock	12/26/2012		P		23413	A	$0.1000	4874500	I	Focus Fund L.P.   (1)
Common Stock	1/7/2013		P		100000	A	$0.0700	4974500	I	Focus Fund L.P.   (1)
Common Stock	2/19/2013		P		10000	A	$0.0649	4984500	I	Focus Fund L.P.   (1)
Common Stock	4/5/2013		J (2)	V	329923	A	$0	5314423	I	Focus Fund L.P.   (1)
Common Stock	4/5/2013		J (2)	V	394737	A	$0	5709160   (3)	I	Hughes Children's Trust   (4)

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

Explanation of Responses:
( 1)	The Reporting Person is the general partner of Focus Fund L.P. and, as such, is deemed to be the beneficial owner of the securities owned by such entity. He disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 2)	Shares were issued, for no consideration, in satisfaction of a contractual anti-dilution price protection relating to the Reporting Person's purchase of shares of Common Stock in a private placement in July 2012.
( 3)	Includes shares owned by Focus Fund L.P., of which the Reporting Person is the general partner, and by the Hughes Children's Trust, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of the securities owned by Focus Fund L.P., except to the extent of his pecuniary interest therein; he disclaims beneficial ownership of the securities owned by the Hughes Children's Trust.
( 4)	The Reporting Person is a trustee of the Hughes Children's Trust and, as such, is deemed to be the beneficial owner of the securities owned by such entity. He disclaims beneficial ownership of such securities.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HUGHES J WINDER PO BOX 389 PONTE VEDRA, FL 32004	X	X

Signatures
/s/ J. Winder Hughes III		5/29/2013
** 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).
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