UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

OMB APPROVAL

OMB Number:  3235-0101

Expires: June 30, 2020

Estimated average burden
hours per response . . . 1.00

SEC USE ONLY

DOCUMENT SEQUENCE NO.

 

CUSIP NUMBER

ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

 

(a) NAME OF ISSUER (Please type or print)

(b) IRS IDENT. NO.

(c) S.E.C. FILE NO.

WORK LOCATION


Plug Power Inc.


22-3672377


1-34392

 

(d)

ADDRESS OF ISSUER

STREET

CITY

STATE

ZIP CODE

(e) TELEPHONE NO.











AREA
CODE

NUMBER

968 Albany Shaker Road




Latham


New York


12110


518


782-7700

(a)

NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

 

(b)

RELATIONSHIP TO ISSUER

(c)

ADDRESS STREET

CITY

STATE

ZIP CODE


FiveMore Special Situations Fund Limited




Director
(1)


c/o M&C Corporate Services
P.O. Box 309 GT,
Ugland House


Georgetown


Grand Cayman Island


309 GT

 

INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

3(a)

 

(b)

 

SEC USE ONLY

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

 

Title of the
Class of
Securities
To Be Sold

 

Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities

 

 

Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))

 

Aggregate
Market
Value
(See instr. 3(d))

 

Number of Shares
or Other Units
Outstanding
(See instr. 3(e))

 

Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)

 

Name of Each
Securities
Exchange
(See instr. 3(g))

Broker-Dealer
File Number

Common Stock

Baader Bank AG
Weihenstephaner Strasse 4
85716 Unterschleissheim, Germany

 

951,479(2)

$4,205,537.18
(as of April 20, 2020)

322,220,469 (as of March 31, 2020)

April 22, 2020

NASDAQ Capital Market

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INSTRUCTIONS:

1.

(a)

Name of issuer

3.

(a)

Title of the class of securities to be sold

 

(b)

Issuer’s I.R.S. Identification Number

 

(b)

Name and address of each broker through whom the securities are intended to be sold

 

(c)

Issuer’s S.E.C. file number, if any

 

(c)

Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

 

(d)

Issuer’s address, including zip code

 

(d)

Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

 

(e)

Issuer’s telephone number, including area code

 

(e)

Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

 

 

 

 

(f)

Approximate date on which the securities are to be sold

2.

(a)

Name of person for whose account the securities are to be sold

 

(g)

Name of each securities exchange, if any, on which the securities are intended to be sold

 

(b)

Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)

 

 

 

 

(c)

Such person’s address, including zip code

 

 

 

Potential persons who are to 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 1147 (08-07)

 


 

 

TABLE I –– SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:

 

Title of the Class

Date you Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired
(If gift, also give date donor acquired)

Amount of Securities Acquired

Date of Payment

Nature of Payment

Preferred Stock

1/26/2017

Acquired 870 shares of Series C Redeemable Convertible Preferred Stock(3)

Air Liquide Investissements d’Avenir et de Démonstration

$1,093,424.70

1/26/2017

Cash

Common Stock

3/15/2017

Stock Dividend on Series C Redeemable Convertible Preferred Stock

Issuer

4,203

3/15/2017

Stock Dividend

Common Stock

6/15/2017

Stock Dividend on Series C Redeemable Convertible Preferred Stoc

Issuer

2,081

6/15/2017

Stock Dividend

Common Stock

9/15/2017

Stock Dividend on Series C Redeemable Convertible Preferred Stoc

Issuer

1,941

9/15/2017

Stock Dividend

Common Stock

12/15/2017

Stock Dividend on Series C Redeemable Convertible Preferred Stoc

Issuer

1,866

12/15/2017

Stock Dividend

Common Stock

3/15/2018

Stock Dividend on Series C Redeemable Convertible Preferred Stoc

Issuer

2,232

3/15/2018

Stock Dividend

Common Stock

6/15/2018

Stock Dividend on Series C Redeemable Convertible Preferred Stoc

Issuer

2,176

6/15/2018

Stock Dividend

Common Stock

9/19/2018

Stock Dividend on Series C Redeemable Convertible Preferred Stoc

Issuer

2,315

9/19/2018

Stock Dividend

Common Stock

12/19/2018

Stock Dividend on Series C Redeemable Convertible Preferred Stoc

Issuer

3,160

12/19/2018

Stock Dividend

Common Stock

3/19/2019

Stock Dividend on Series C Redeemable Convertible Preferred Stoc

Issuer

1,672

3/19/2019

Stock Dividend

Common Stock

6/17/2019

Stock Dividend on Series C Redeemable Convertible Preferred Stoc

Issuser

1,698

6/17/2019

Stock Dividend

Common Stock

9/16/2019

Stock Dividend on Series C Redeemable Convertible Preferred Stoc

Issuer

1,634

9/16/2019

Stock Dividend

Common Stock

12/16/2019

Stock Dividend on Series C Redeemable Convertible Preferred Stoc

Issuer

1,401

12/16/2019

Stock Dividend

Common Stock

3/27/2020

Stock Dividend on Series C Redeemable Convertible Preferred Stoc

Issuer

1,281

3/27/2020

Stock Dividend

 

INSTRUCTIONS:

 

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

 


TABLE II –– SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

 

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of Securities Sold

Gross Proceeds

 

 

 

 

 

REMARKS:

(1)       Johannes Minho Roth is the Managing Director of FiveT Capital Holding AG, the parent company of FiveMore Special Situations Fund Limited, and has equity interests in each of FiveT Capital Holding AG and FiveMore Special Situations Fund Limited. Mr. Roth is a member of the Board of Directors of the Issuer. Mr. Roth disclaims beneficial ownership of the shares directly held by FiveT Capital Holding AG and FiveMore Special Situations Fund Limited, except to the extent of his pecuniary interest therein, if any, and this disclosure shall not be deemed an admission that Mr. Roth is the beneficial owner of any of such shares.

(2)       The 951,479 shares of common stock, par value $0.01 per share (“Common Stock”), of the Issuer are held directly by FiveMore Special Situations Fund Limited.

(3)       The 870 shares of the Series C Redeemable Convertible Preferred Stock, par value $0.01 per share, were converted into 923,819 shares of the Issuer’s Common Stock at a conversion price per share of $0.2343.

 

INSTRUCTIONS:

 

ATTENTION:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

 

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

 

April 22, 2020

 

/s/ Wieland Kreuder

DATE OF NOTICE

 

(SIGNATURE)

 

 

 

 

 

The notice shall be signed by the person for whose account the securities are to be sold.  At least one copy of the notice shall be manually signed.  Any copies not manually signed shall bear typed or printed signatures.

DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1

 

 

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SEC 1147 (02-08)

 


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