Amended Statement of Changes in Beneficial Ownership (4/a)
24 April 2020 - 10:13PM
Edgar (US Regulatory)
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
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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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1. Name and Address of Reporting Person
*
von Althann Natica |
2. Issuer Name and Ticker or Trading Symbol
FUELCELL ENERGY INC
[
FCEL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
3 GREAT PASTURE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/9/2020 |
(Street)
DANBURY, CT 06810
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
4/13/2020 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/9/2020 | | M | | 14367 | A | $0 | 14367 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Director Restricted Stock Unit | (2) | 4/9/2020 | | M | | | 14367 | (3) | (3) | Common Stock | 14367 | $0 | 0 | D | |
Deferred Common Stock Units | (4) | | | | | | | (4) | (4) | Common Stock | 18964 | | 18964 (5) | D | |
Explanation of Responses: |
(1) | The Form 4 filed on April 13, 2020 reported that shares were withheld upon the vesting of certain Director Restricted Stock Units. Because those shares were withheld due to an inadvertent error and the withholding transaction has been reversed, this amendment is being filed to remove the reference to such withholding transaction and to properly report the number of shares vested and held by the reporting person. |
(2) | Each restricted stock unit represents a contingent right to receive one share of common stock or, at the election of the Compensation Committee, the cash value thereof. |
(3) | These restricted stock units (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2020 and (ii) are to be settled in cash or in shares of FuelCell Energy common stock, at the discretion of the Compensation Committee. |
(4) | Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director. |
(5) | This amendment is also being filed to correct the number of Deferred Common Stock Units held by the reporting person as reported on the Form 4 filed April 13, 2020.The Form 4 inadvertently omitted 3,159 deferred units granted to the reporting person on April 5, 2018 and reported on a Form 4 filed on April 9, 2018. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
von Althann Natica 3 GREAT PASTURE ROAD DANBURY, CT 06810 | X |
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Signatures
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/s/ Jacqueline Perez-Ares, As Power of Attorney | | 4/24/2020 |
**Signature of Reporting Person | Date |
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