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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
AXANE SA 2 RUE DE CLEMENCIERE SASSENAGE, I0 38360 |
X |
Axane SA | 08/28/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The shares were issued by the Issuer to Axane SA as a true up adjustment pursuant to a Share Purchase Agreement dated 24 July 2015 among Axane, SA, Plug Power, Inc. and Hypulsion U.S. Holding, Inc. (the "Hypulsion SPA"). The amount of the true up adjustement was $2,984,584.41, and the nuber of shares issued to Axane SA was determined by dividing such amount by $1.85, which was the closing price of the common stock on August 25, 2015. |
(2) | Includes 4,781,250 shares issued by the Issuer to Axane SA on July 31, 2015 as the consideration paid by the Issuer to Axane SA pursuant to the Hypulsion SPA, and included in the Reporting Person's Initial Statement of Beneficial Ownership of Securities on Form 3 filed on August 4, 2015. The total consideration was $11,475,000, and the number of shares issued to Axane SA was determined by dividing such consideration by $2.40, the closing price of the common stock on July 30, 2015. |
Remarks: Xavier Pontone serves on the board of directors of Plug Power Inc. as the representative of Air Liquide Investissements d'Avenir et de Demonstration ("ALIAD"). Axane SA and ALIAD are wholly-owned subsidiaries of the same parent and are thus affiliates under common control. Neither ALIAD nor Axane SA, nor any affiliate of such companies (including their common parent), individually or in the aggregate, now beneficially owns, or has ever beneficially owned, over 10% of Plug Power, Inc.'s common stock. |