SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lisowski Michael
(Last) (First) (Middle)
C/O FUELCELL ENERGY, INC.
3 GREAT PASTURE ROAD
(Street)
DANBURY CT 06810
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FUELCELL ENERGY INC [ FCEL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 08/24/2023 M 5,493 A $0(1) 31,533 D
Common Stock 08/24/2023 F(2) 2,546 D $1.33 28,986 D
Common Stock 08/24/2023 M 65,904(3) A $0(3) 94,890 D
Common Stock 08/24/2023 F(4) 30,540 D $1.33 64,350 D
Common Stock 08/24/2023 M 37,203(5) A $0(5) 101,553 D
Common Stock 08/24/2023 F(4) 17,240 D $1.33 84,313 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
Employee Restricted Stock Unit (1) 08/24/2023 M 5,493 (6) (6) Common Stock 5,493 $0 0 D
Employee Performance Share Unit (3) 08/24/2023 M 65,904 (7) (7) Common Stock 65,904 (3) 0 D
Employee Performance Share Unit (5) 08/24/2023 M 37,203 (8) (8) Common Stock 37,203 (5) 0 D
Explanation of Responses:
1. Restricted stock units were converted into common stock on a one for-one basis.
2. Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.
3. Each performance share unit represents the right to receive a single share of common stock, and the number of performance shares that could be earned could range up to two times the reported target number of performance share units (which was 32,952).
4. Represents shares withheld to satisfy tax obligations upon the vesting of performance share units.
5. Each performance share unit represents the right to receive a single share of common stock, and the number of performance shares that could be earned could range up to two times the reported target number of performance share units (which was 32,952).
6. On August 24, 2020, the reporting person was granted restricted stock units, which vest 1/3 on each of the first, second and third anniversaries of the date of grant, subject to continued employment.
7. On August 24, 2020, the reporting person was granted performance shares which were based on performance over the three-year performance period ending October 31, 2022, subject to continued employment until the third anniversary of the grant date (August 24, 2023). The performance goal was an increase in the Company's stock price during the performance period. The maximum number of performance shares that could be earned based on performance was two times the target number previously reported (32,952). The Compensation Committee certified achievement at 200% of the target number, resulting in the award of 65,904 shares.
8. On August 24, 2020, the reporting person was granted performance shares which were based on performance over the three-year performance period ended October 31, 2022, subject to continued employment until the third anniversary of the grant date (August 24, 2023). The performance goal was the TSR of the Company relative to the TSR of the Russell 2000 Index during the performance period. While the maximum number of performance shares that could have been earned based on performance was two times the target number previously reported (32,952), the Compensation Committee certified achievement at 112.9% of the target number, resulting in the award of 37,203 shares.
/s/ Michael S. Bishop, as Power of Attorney 08/28/2023
** 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 Number.
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