Statement of Changes in Beneficial Ownership (4)
01 September 2020 - 11:07PM
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
*
Marsh Andrew |
2. Issuer Name and Ticker or Trading Symbol
PLUG POWER INC
[
PLUG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
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(Last)
(First)
(Middle)
C/O PLUG POWER INC., 968 ALBANY SHAKER ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/19/2020 |
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(Street)
LATHAM, NY 12110
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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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| Plug Power Common Stock | 8/19/2020 | | M | | 216667 | A | (1) | 321079 | D | |
| Plug Power Common Stock | 8/19/2020 | | F(2) | | 104369 | D | $13.65 | 216710 | D | |
| Plug Power Common Stock | 8/28/2020 | | M | | 166666 | A | (1) | 383376 | D | |
| Plug Power Common Stock | 8/28/2020 | | F(2) | | 80284 | D | $13.07 | 303092 | D | |
| Plug Power Common Stock | 8/28/2020 | | M | | 166666 | A | $1.96 | 469758 | D | |
| Plug Power Common Stock | 8/28/2020 | | S(3) | | 166666 | D | $12.9512 (4) | 303092 | D | |
| Plug Power Common Stock | 8/31/2020 | | S(3) | | 104412 | D | $12.9765 (5) | 198680 | 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 |
| Restricted Stock Unit | (1) | 8/19/2020 | | M | | | 216667 | (6) | (6) | Common Stock | 216667 | $0 | 433333 | D | |
| Restricted Stock Unit | (1) | 8/28/2020 | | M | | | 166666 | (7) | (7) | Common Stock | 166666 | $0 | 166667 | D | |
| Stock Option (Right to Buy) | $1.96 | 8/28/2020 | | M | | | 166666 | (8) | 8/28/2028 | Common Stock | 166666 | $0 | 166667 | D | |
| Explanation of Responses: |
| (1) | Each restricted stock unit is the equivalent of one share of Plug Power Inc. common stock. |
| (2) | Tendered to Issuer to satisfy tax withholding obligations of the Reporting Person incurred in connection with the vesting of the Reporting Person's restricted stock unit awards. |
| (3) | Shares sold pursuant to a pre-established 10b5-1 trading plan effective as of March 17, 2020. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.71 to $13.12, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.77 to $13.29, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (6) | On August 19, 2019, the Reporting Person was granted 650,000 restricted stock units, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date. |
| (7) | On August 28, 2018, the Reporting Person was granted 500,000 restricted stock units, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date. |
| (8) | On August 28, 2018, the Reporting Person was granted 500,000 stock options, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Marsh Andrew
C/O PLUG POWER INC.
968 ALBANY SHAKER ROAD
LATHAM, NY 12110 | X |
| President & CEO |
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Signatures
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| /s/ Gerard L. Conway, Jr., Attorney-in-Fact | | 9/1/2020 |
| **Signature of Reporting Person | Date |
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