SEC FORM 4

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).

1. Name and Address of Reporting Person^*

CLEARMAN STEPHEN J

(Last)

(First)

(Middle)

C/O ACTIVE POWER INC.

2128 W. BRAKER LN., BK 12

(Street)

AUSTIN

78758

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACTIVE POWER INC [ ACPW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/05/2012		A		30,000	A	⁽¹⁾	30,000	D
Common Stock								17,632,985	I	See Footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.78	06/05/2012		A		30,000		⁽³⁾	06/05/2012	Common Stock	30,000	$0	30,000	D

Explanation of Responses:

1. The shares of Common Stock represent a grant of Restricted Stock Units for no consideration and, with continued service, one-third of the Restricted Stock Units shares shall vest on each of 6/5/2013, 6/5/2014 and 6/5/2015. Pursuant to Mr. Clearman's arrangement with Kinderhook Partners, LLC (formerly known as Kinderhook Capital Management, LLC) (the "Advisor") with respect to director compensation, the proceeds from the sale of the shares underlying the Restricted Stock Units are expected to be remitted to the Advisor. Accordingly, Mr. Clearman disclaims beneficial ownership of such securities.

2. Shares held by Kinderhook, LP (formerly known as Kinderhook Partners, LP) (the "Partnership"). The Advisor serves as the investment adviser to the Partnership. Kinderhook GP, LLC serves as the general partner (the "General Partner") to the Partnership. Mr. Stephen Clearman serves as one of the General Partner's managing members and as one of the Advisor's managing members and, in such capacities, is responsible for making investment decisions with respect to the Partnership. As a result, Mr. Clearman may be deemed to control such entities. Accordingly, Mr. Clearman may be deemed to have a beneficial interest in the shares of Common Stock by virtue of his indirect control of the Partnership's, the General Partner's and the Advisor's power to vote and/or dispose of the shares of Common Stock. Mr. Clearman disclaims beneficial ownership of the shares of Common Stock except to the extent of his pecuniary interest, if any, therein.

3. With continued service, one-third of the option shares shall vest and become exercisable on each of 6/5/2013, 6/5/2014 and 6/5/2015. Pursuant to Mr. Clearman's arrangement with the Advisor with respect to director compensation, the proceeds from the sale of the shares underlying the option are expected to be remitted to the Advisor. Accordingly, Mr. Clearman disclaims beneficial ownership of such securities.

Remarks:

Exhibit List Exhibit 24- Confirming Statement

	/s/ Catherine Brophy (as Attorney in Fact)	06/11/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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