SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Schuetze Karl

(Last)

(First)

(Middle)

C/O ACTIVE POWER, INC.

2128 W. BRAKER LANE, BK 12

(Street)

AUSTIN

78758

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/26/2007

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President of Engineering

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,453⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	01/25/2011	Common Stock	3,000	$20	D
Employee Stock Option (right to buy)	⁽³⁾	02/07/2017	Common Stock	10,800	$2.29	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/12/2013	Common Stock	10,000	$1.22	D
Employee Stock Option (right to buy)	⁽⁵⁾	02/13/2014	Common Stock	12,000	$3.24	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/14/2015	Common Stock	12,000	$3.24	D
Employee Stock Option (right to buy)	⁽⁷⁾	04/29/2015	Common Stock	4,000	$2.6	D
Employee Stock Option (right to buy)	⁽⁸⁾	04/17/2016	Common Stock	18,000	$5.17	D
Employee Stock Option (right to buy)	⁽⁹⁾	04/13/2010	Common Stock	12,960	$4.16	D
Employee Stock Option (right to buy)	⁽¹⁰⁾	01/25/2011	Common Stock	500	$20	D
Employee Stock Option (right to buy)	⁽¹¹⁾	06/20/2011	Common Stock	1,935	$15.5	D
Employee Stock Option (right to buy)	⁽¹²⁾	06/20/2011	Common Stock	565	$15.5	D
Employee Stock Option (right to buy)	⁽¹³⁾	08/14/2011	Common Stock	2,499	$5.63	D
Employee Stock Option (right to buy)	⁽¹⁴⁾	08/14/2011	Common Stock	1	$5.63	D
Employee Stock Option (right to buy)	⁽¹⁵⁾	02/21/2012	Common Stock	10,000	$3.58	D
Employee Stock Option (right to buy)	⁽¹⁶⁾	07/24/2012	Common Stock	2,000	$1.81	D

Explanation of Responses:

1. 5000 of these shares are restricted. With continued service, 1,666 of these shares vest 02/07/2008 and thereafter the remaining 3,334 share will vest in two equal annual installments of 1,667 shares through 02/07/2008.

2. Option shares are immediately exercisable. All 3,000 shares are currently vested.

3. Option shares are exercisable as they vest. With continued service, the shares will vest in four equal annual installments through 02/07/2011.

4. Option shares are immediately exercisable. All 10,000 shares are currently vested.

5. Option shares are immediately execisable. 9,000 shares are currently vested. With continued service, the remaining 3,000 shares will vest in equal quarterly installments through 02/13/2008 ( 750 shares per quarter ).

6. Option shares are immediately exercisable. 6,000 shares are currently vested. With continued service, the remaining 6,000 shares will vest in equal quarterly installments through 02/14/2009 ( 750 shares per quarter ).

7. Option shares are immediately exercisable. 2,000 shares are currently vested. With continued service, the remaining 2,000 shares will vest in equal quarterly installments through 04/29/2009 ( 250 shares per quarter ).

8. Option shares are immediately exercisable. 4,500 shares are currently vested. With continued service, the remaining 13,500 shares will vest in equal quarterly installments through 04/17/2010 ( 1,125 shares per quarter ).

9. Option shares are immediately exercisable. All 12,960 are currently vested.

10. Option shares are immediately exercisable. All 500 shares are currently vested.

11. Option shares are immediately exercisable. All 1,935 shares are currently vested.

12. Option shares are immediately exercisable. All 565 shares are currently vested.

13. Option shares are immediately exercisable. All 2,499 shares are currently vested.

14. Option share is exercisable. The share is currently vested.

15. Option shares are immediately exercisable. All 10,000 shares are currently vested.

16. Option shares are immediately exercisable. All 2,000 shares are currently vested.

	/s/ John K. Penver (Attorney-in-Fact)	07/31/2007
	** 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 5 (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.
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