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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
ELECTRIC CITY CORPORATION
------------------------------------------------
(Name of Issuer)
COMMON STOCK
------------------------------------------------
(Title of Class of Securities)
284868106
------------------------------------------------
(CUSIP Number)
DECEMBER 31, 2005
------------------------------------------------
(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)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior
cover page.
The information required in 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).
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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Cusip No. 284868106
--------------------
1. Names of Reporting Persons.
Dynamis Advisors, LLC
IRS Identification Nos. of above persons (entities
only).
54-1852654
2. Check the Appropriate Box if a Member of a Group
(See Instructions).
(a)[ ]
(b)[X] Joint filing pursuant to Rule 13d-1(k)(1)
3. SEC Use Only.
4. Citizenship or Place of Organization.
Virginia Limited Liability Company
Number of Shares Beneficially Owned by Each Reporting
Person with:
5. Sole Voting Power.
2,582,534
6. Shared Voting Power.
2,820,434
7. Sole Dispositive Power.
2,635,009
8. Shared Dispositive Power.
2,872,909
9. Aggregate Amount Beneficially Owned by Each Reporting
Person.
2,872,909
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions).
N/A
11. Percent of Class Represented by Amount in Row (9).
5.4%
12. Type of Reporting Person (See Instructions).
IA
--------------------
Cusip No. 284868106
--------------------
1. Names of Reporting Persons.
Investment Management of Virginia, LLC
IRS Identification Nos. of above persons
(entities only).
54-1994290
2. Check the Appropriate Box if a Member of a Group
(See Instructions).
(a)[ ]
(b)[X] Joint filing pursuant to Rule 13d-1(k)(1)
3. SEC Use Only.
4. Citizenship or Place of Organization.
Virginia Limited Liability Company
Number of Shares Beneficially Owned by Each Reporting
Person with:
5. Sole Voting Power.
2,582,534
6. Shared Voting Power.
2,820,434
7. Sole Dispositive Power.
2,635,009
8. Shared Dispositive Power.
2,872,909
9. Aggregate Amount Beneficially Owned by Each Reporting Person.
2,872,909
10.Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions).
N/A
11. Percent of Class Represented by Amount in Row (9).
5.4%
12. Type of Reporting Person (See Instructions).
IA
--------------------
Cusip No. 284868106
--------------------
1. Names of Reporting Persons.
Alexander H. Bocock
IRS Identification Nos. of above persons
(entities only).
N/A
2. Check the Appropriate Box if a Member of a Group
(See Instructions).
(a)[ ]
(b)[X] Joint filing pursuant to Rule 13d-1(k)(1)
3. SEC Use Only.
4. Citizenship or Place of Organization.
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power.
209,700
6. Shared Voting Power.
2,820,434
7. Sole Dispositive Power.
209,700
8. Shared Dispositive Power.
2,872,909
9. Aggregate Amount Beneficially Owned by Each Reporting Person.
2,872,909
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions).
N/A
11. Percent of Class Represented by Amount in Row (9).
5.4%
12. Type of Reporting Person (See Instructions).
IN
--------------------
Cusip No. 284868106
--------------------
1. Names of Reporting Persons.
John H. Bocock
IRS Identification Nos. of above persons
(entities only).
N/A
2. Check the Appropriate Box if a Member of a Group
(See Instructions).
(a)[ ]
(b)[X] Joint filing pursuant to Rule 13d-1(k)(1)
3. SEC Use Only.
4. Citizenship or Place of Organization.
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power.
18,200
6. Shared Voting Power.
2,820,434
7. Sole Dispositive Power.
18,200
8. Shared Dispositive Power.
2,872,909
9. Aggregate Amount Beneficially Owned by Each Reporting Person.
2,872,909
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions).
N/A
11. Percent of Class Represented by Amount in Row (9).
5.4%
12. Type of Reporting Person (See Instructions).
IN
--------------------
Cusip No. 284868106
--------------------
1. Names of Reporting Persons.
Frederic S. Bocock
IRS Identification Nos. of above persons
(entities only).
N/A
2. Check the Appropriate Box if a Member of a Group
(See Instructions).
(a)[ ]
(b)[X] Joint filing pursuant to Rule 13d-1(k)(1)
3. SEC Use Only.
4. Citizenship or Place of Organization.
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power.
10,000
6. Shared Voting Power.
2,820,434
7. Sole Dispositive Power.
10,000
8. Shared Dispositive Power.
2,872,909
9. Aggregate Amount Beneficially Owned by Each Reporting Person.
2,872,909
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions).
N/A
11. Percent of Class Represented by Amount in Row (9).
5.4%
12. Type of Reporting Person (See Instructions).
IN
--------------------
CUSIP No. 284868106
--------------------
Item 1.
(a) Name of Issuer.
Electric City Corporation
(b) Address of Issuer's Principal Executive Offices.
1280 Landmeier Road
Elk Grove Village, Illinois 60007
Item 2.
(a) Names of Persons Filing.
(1) Dynamis Advisors, LLC
(2) Investment Management of Virginia, LLC
(3) Alexander H. Bocock
(4) John H. Bocock
(5) Frederic S. Bocock
Attached as Exhibit A is a copy of an agreement
between the persons filing (as specified above)
that this Schedule 13G is being filed on behalf
of each of them.
(b) Address of Principal Business Office of each of
the persons specified in 2(a) above:
(1)(3)(4)(5) 310 Fourth Street NE, Suite 101
Charlottesville, Virginia 22902
(2) 919 East Main Street, 16th Floor
Richmond, Virginia 23219
(c) Citizenship:
(1) Dynamis Advisors, LLC - Virginia Limited
Liability Company
(2) Investment Management of Virginia, LLC -
Virginia Limited Liability Company
(3) Alexander H. Bocock - U.S.A.
(4) John H. Bocock - U.S.A.
(5) Frederic S. Bocock - U.S.A.
(d) Title of Class of Securities
common stock
(e) CUSIP Number
284868106
Item 3. If this statement is filed pursuant to
Section 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C.78c);
(c) [ ] Insurance company as defined in section
3(a)(19)of the Act (15 U.S.C. 78c);
(d) [ ] 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
Section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund
in accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [X]*A parent holding company or control person
in accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
(i) [ ] 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) [X]*Group, in accordance with
Section 240.13d-1(b)(1)(ii)(J).
*Dynamis Advisors, LLC is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.
Investment Management of Virginia, LLC is an investment
adviser registered under Section 203 of the Investment
Advisers Act of 1940. Alexander H. Bocock is a
Member/General Partner and control person of Dynamis
Advisors, LLC and employee of Investment Management
of Virginia, LLC. John H. Bocock and Frederic S. Bocock
are Members/General Partners and control persons of
Dynamis Advisors, LLC and Directors and control persons
of Investment Management of Virginia, LLC.
Investment Management of Virginia, LLC, Alexander H.
Bocock, John H. Bocock, and Frederic S. Bocock are
joining in this filing on Schedule 13G.
Item 4. Ownership.
Reference is made to Items 5-11 on the cover sheets
of this Schedule 13G.
Dynamis Advisors, LLC and Investment Management of
Virginia, LLC have been granted discretionary
dispositive power over their respective clients'
securities and in some instances have voting power
over such securities. Any and all discretionary
authority which has been delegated to Dynamis
Advisors, LLC and Investment Management of
Virginia, LLC may be revoked in whole or in
part at any time. Alexander H. Bocock, John
H. Bocock, and Frederic S. Bocock are joining this
Schedule 13G and reporting beneficial ownership of
the same securities beneficially owned by Dynamis
Advisors, LLC as a result of their positions with
Dynamis Advisors, LLC. See Item 8.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
Dynamis Advisors, LLC and Investment Management of
Virginia, LLC have discretionary authority over
assets of Dynamis Advisor's and Investment Management
of Virginia's clients respectively; accordingly,
in each instance, only the client or the client's
custodian or trustee bank has the right to receive
dividends paid with respect to, and proceeds from
the sale of, such securities.
The ultimate power to direct the receipt of dividends
paid with respect to, and the proceeds from the sale
of, such securities is vested in the clients for which
Dynamis Advisors, LLC and Investment Management of
Virginia, LLC serves as investment advisor.
Any and all discretionary authority which has been
delegated to Dynamis Advisors, LLC and Investment
Management of Virginia, LLC may be revoked in
whole or in part at any time.
Not more than 5% of the class of such securities is
owned by any one of such clients of Dynamis Advisors,
LLC, Investment Management of Virginia, LLC, Alexander
H. Bocock, John H. Bocock, or Frederic S. Bocock.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or
Control Person.
N/A
Item 8. Identification and Classification of Members
of the Group.
Dynamis Advisors, LLC, a Virginia limited liability
company, is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.
Investment Management of Virginia, LLC, a Virginia
limited liability company, is an investment adviser
registered under Section 203 of the Investment
Advisers Act of 1940. Dynamis Advisors, LLC and
Investment Management of Virginia, LLC are under
common ownership. Alexander H. Bocock, John H.
Bocock and Frederic S. Bocock are Members/General
Partners and control persons of Dynamis Advisors,
LLC. Investment Management of Virginia, LLC,
Alexander H. Bocock, John H. Bocock, and Frederic S.
Bocock are joining in this Schedule 13G because,
as a result of their positions with and ownership of
securities of Dynamis Advisors, LLC, could be deemed
to have voting and/or investment power with respect
to the shares beneficially owned by Dynamis Advisors,
LLC.
Neither the filing of this joint Schedule 13G nor
any information contained herein shall be construed
as an admission by any party of his control or power
to influence the control of Dynamis Advisors, LLC.
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below each of the undersigned
(i) certify that, to the best of their knowledge
and belief, the securities referred to above
were acquired and held in the ordinary course
of business and were not acquired and are not
held for the purpose of or with the effect and
do not have any effect of changing or influencing
the control of the issuer of the securities and
were not acquired in connection with or as a
participant in any transaction having such
purposes or effect; and(ii) hereby declare and
affirm that the filing of this Schedule 13G
shall not be construed as an admission that
any of the reporting persons is the beneficial
owner of the securities reported herein, which
beneficial ownership is hereby expressly denied
(except for such shares, if any, reported herein
as beneficially owned by Dynamis Advisors, LLC
for its own account or by Investment Management
of Virginia, LLC for its own account or by
Alexander H. Bocock, John H. Bocock or Frederic
S. Bocock for each of their individual accounts
and not as a result of their individual positions
with and ownership of securities of Dynamis Advisors,
LLC.
SIGNATURE
After reasonable inquiry and to the best of each
person's knowledge and belief, the undersigned
certify that the information set forth in this
statement is true, complete and correct.
Date: February 13, 2006
DYNAMIS ADVISORS, LLC
By: /s/ John H. Bocock
Signature
John H. Bocock, Member/GP/CCO
Name/Title
INVESTMENT MANAGEMENT OF
VIRGINIA, LLC
By: /s/ John H. Bocock
Signature
John H. Bocock, Director/CCO
Name/Title
INDIVIDUALS:
Alexander H. Bocock
By: /s/ Alexander H. Bocock
Signature
Alexander H. Bocock
Name/Title
John H. Bocock
By: /s/ John H. Bocock
Signature
John H. Bocock
Name/Title
Frederic S. Bocock
By: /s/ Frederic S. Bocock
Signature
Frederic S. Bocock
Name/Title
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, each of the
undersigned hereby agrees to the joint filing with the
other reporting persons of a statement on Schedule 13G
(including amendments thereto) with respect to the
Common Stock of Electric City Corporation and
that this Agreement be included as an Exhibit to such
joint filing.
This agreement may be executed in any number of
counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement this 13th day of February, 2006.
DYNAMIS ADVISORS, LLC
By: /s/ John H. Bocock
Signature
John H. Bocock, Member/GP/CCO
Name/Title
INVESTMENT MANAGEMENT OF
VIRGINIA, LLC
By: /s/ John H. Bocock
Signature
John H. Bocock, Director/CCO
Name/Title
INDIVIDUALS:
Alexander H. Bocock
By: /s/ Alexander H. Bocock
Signature
Alexander H. Bocock
Name/Title
John H. Bocock
By: /s/ John H. Bocock
Signature
John H. Bocock
Name/Title
Frederic S. Bocock
By: /s/ Frederic S. Bocock
Signature
Frederic S. Bocock
Name/Title
Gary T. Clark, a portfolio manager and employee of
Dynamis Advisors, LLC has a private investment in
the issue referenced in this filing. All persons
on whose behalf this filing is being submitted
disclaim beneficial ownership and voting power
over such securities.