UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 417, 2011

MXENERGY HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		333-138425		20-2930908
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

595 Summer Street, Suite 300, Stamford, Connecticut 06901

(Address and zip code of principal executive offices)

203-356-1318

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition

~~Sempra~~In ~~Energy~~accordance ~~Trading~~with ~~LLC~~Rule 402 ~~(“RBS~~of ~~Sempra”)~~Regulation isS-T, the ~~sole~~information ~~holder~~being offurnished ~~Class B~~in ~~common~~this ~~stock,~~Item ~~par value $0~~2.0102 ~~per~~and ~~share~~in ~~(“Class~~Exhibit B99.1 ~~Common~~of ~~Stock”)~~this ofcurrent ~~MXenergy~~report ~~Holdings,~~on Form ~~Inc.~~8-K (~~the~~this “~~Company~~Current Report”)~~. Class B~~ ~~Common~~shall ~~Stock~~not ~~represents~~be ~~approximately~~deemed ~~7.3%~~“filed” offor ~~the~~purposes ~~Company’s~~of ~~total~~Section 18 ~~outstanding~~of ~~common stock. In connection with two master supply and hedge agreements, RBS Sempra is also~~ the ~~Company’s~~Securities ~~primary~~Exchange ~~liquidity~~Act ~~and hedge provider. Pursuant to the terms~~ of ~~the Company’s Certificate of Incorporation~~1934, ~~RBS~~as ~~Sempra~~amended ~~is entitled to appoint one director to the Company’s Board of Directors~~ (the “~~Class B~~Exchange ~~Director~~Act”)~~. In March 2010~~, ~~RBS~~or ~~Sempra~~otherwise ~~appointed~~subject ~~Jacqueline Mitchell~~ to ~~serve as~~ the ~~Class B~~liability ~~Director. Effective~~of ~~February 4,~~that ~~2011~~section, ~~Ms. Mitchell~~and ~~resigned~~shall ~~from~~not ~~her~~be ~~role~~incorporated asby ~~the~~reference ~~Class B~~into ~~Director~~any ~~due~~registration tostatement ~~her~~or ~~resignation~~other ~~from~~document ~~her~~filed ~~position~~under atthe ~~RBS~~Securities ~~Sempra. During~~Act ~~her~~of ~~tenure~~1933, ~~Ms. Mitchell~~as ~~served~~amended, onor the ~~Executive~~Exchange Act, ~~Compensation~~except ~~and~~as ~~Governance~~shall ~~Committee~~be ~~and~~expressly ~~the~~set ~~Risk~~forth ~~Oversight~~by ~~Committee~~specific ofreferences ~~the~~in ~~Company’s~~such ~~Board of Directors~~filing.

~~Also~~On ~~effective~~ February 417, 2011, ~~RBS~~MXenergy ~~Sempra appointed Wayne Kubicek to serve as the Class~~Holdings, ~~B Director and Mr~~Inc. ~~Kubicek~~ ~~accepted~~ (the ~~appointment. Mr. Kubicek~~“Company”) isheld a ~~Managing~~conference ~~Director~~call ~~and Deputy General Counsel at RBS Sempra, where he provides legal advice and assistance~~ to ~~RBS~~discuss ~~Sempra~~the Company’s ~~senior~~financial ~~management~~results ~~and~~for its ~~commodity~~fiscal ~~trading~~quarter ~~and~~ended ~~marketing~~December 31, ~~team. As~~2010 ~~senior~~(the ~~legal~~“Earnings ~~counsel, Mr~~Call”). ~~Kubicek~~ A iscopy ~~responsible~~of ~~for~~ the ~~management~~transcript ~~and~~(the ~~mitigation~~“Transcript”) of ~~legal~~the ~~and~~Earnings ~~other~~Call ~~non-market~~is ~~risks. With~~attached ~~over 25 years of experience providing counsel~~ to ~~major~~this ~~firms~~Current inReport ~~the~~as ~~domestic~~Exhibit 99.1 and ~~international energy trading markets, Mr. Kubicek~~ is ~~expected~~incorporated toherein ~~provide~~solely ~~the~~for ~~Company~~purposes ~~with the benefit~~ of ~~his~~this ~~risk~~Item ~~management~~2.02 ~~skills~~disclosure. The ~~and~~Transcript ~~transactional~~has ~~expertise. Mr. Kubicek~~been ~~will~~selectively ~~also~~edited ~~serve~~to onfacilitate the ~~Executive,~~understanding ~~Compensation~~of ~~and~~the ~~Governance~~information ~~Committee~~communicated ~~and~~during the ~~Risk~~Earnings ~~Oversight Committee~~Call.

2Item 9.01 Financial Statements and Exhibits

SIGNATURE

Exhibit No.		Exhibit Description
99.1		Transcript of the earnings conference call for the fiscal quarter ended December 31, 2010.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

	MXENERGY HOLDINGS INC.
	(Registrant)
Date: February 8, 2011	/s/ Chaitu Parikh
	Name:	Chaitu Parikh
	Title:	Executive Vice President and Chief Financial Officer

SIGNATURE

3Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MXENERGY HOLDINGS INC.
	(Registrant)


Date: February 24, 2011	/s/ Chaitu Parikh
	Name:	Chaitu Parikh
	Title:	Executive Vice President and Chief Financial Officer

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