-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E4jq8/sDLkcFDrzZbvVhZ8mHEWlkTir+faKb1+UpCGhqcBVGLOXg32MkT8qunLme bFCZeCKn5E8M22/zwalvOA== 0001019687-09-000120.txt : 20090108 0001019687-09-000120.hdr.sgml : 20090108 20090108135446 ACCESSION NUMBER: 0001019687-09-000120 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090108 DATE AS OF CHANGE: 20090108 GROUP MEMBERS: DAVID GELBAUM GROUP MEMBERS: MONICA CHAVEZ GELBAUM GROUP MEMBERS: THE QUERCUS TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEACON POWER CORP CENTRAL INDEX KEY: 0001103345 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 043372365 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60669 FILM NUMBER: 09515351 BUSINESS ADDRESS: STREET 1: 65 MIDDLESEX ROAD CITY: TYNGSBORO STATE: MA ZIP: 01879 BUSINESS PHONE: 9786949121 MAIL ADDRESS: STREET 1: 65 MIDDLESEX ROAD CITY: TYNGSBORO STATE: MA ZIP: 01879 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Quercus Trust CENTRAL INDEX KEY: 0001403463 IRS NUMBER: 552829330 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2309 SANTIAGO DRIVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 310-201-7481 MAIL ADDRESS: STREET 1: 2309 SANTIAGO DRIVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D/A 1 quercusbeacon_13da10.txt CUSIP No. 073677106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 10) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Beacon Power Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 073677106 (CUSIP Number) Kathryn Klinedinst, Esq. Greenberg Glusker Fields Claman & Machtinger LLP 1900 Avenue of the Stars, Suite 2100 Los Angeles, CA 90067 (310) 201-7576 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 2008 (Date of Event which Requires Filing of this Statement) If the reporting person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 CUSIP No. 073677106 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person David Gelbaum, Trustee, The Quercus Trust (2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/ (B) / / (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / (6) Citizenship or Place of Organization U.S. (7) Sole Voting Power -0- Number of Shares (8) Shared Voting Power Beneficially Owned 8,890,576 by Each Reporting Person With (9) Sole Dispositive Power -0- (10) Shared Dispositive Power 8,890,576 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,890,576 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / (13) Percent of Class Represented by Amount in Row (11) 7.9% (1) (14) Type of Reporting Person (See Instructions) IN - ------------------------- (1) Based on 112,392,645 shares of Common Stock, par value $0.01 per share outstanding, calculated in accordance with Rule 13D. 2 CUSIP No. 073677106 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Monica Chavez Gelbaum, Trustee, The Quercus Trust (2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/ (B) / / (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / (6) Citizenship or Place of Organization U.S. (7) Sole Voting Power -0- Number of Shares (8) Shared Voting Power Beneficially Owned 8,890,576 by Each Reporting Person With (9) Sole Dispositive Power -0- (10) Shared Dispositive Power 8,890,576 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,890,576 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / (13) Percent of Class Represented by Amount in Row (11) 7.9% (1) (14) Type of Reporting Person (See Instructions) IN - ------------------------- (1) Based on 112,392,645 shares of Common Stock, par value $0.01 per share outstanding, calculated in accordance with Rule 13D. 3 CUSIP No. 073677106 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person The Quercus Trust (2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/ (B) / / (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / (6) Citizenship or Place of Organization U.S. (7) Sole Voting Power -0- Number of Shares (8) Shared Voting Power Beneficially Owned 8,890,576 by Each Reporting Person With (9) Sole Dispositive Power -0- (10) Shared Dispositive Power 8,890,576 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,890,576 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / (13) Percent of Class Represented by Amount in Row (11) 7.9% (1) (14) Type of Reporting Person (See Instructions) OO - ------------------------- (1) Based on 112,392,645 shares of Common Stock, par value $0.01 per share outstanding, calculated in accordance with Rule 13D. 4 CUSIP No. 073677106 Item 1. This Amendment No. 10 to Schedule 13D (this "Amendment No. 10") amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by The Quercus Trust, David Gelbaum and Monica Chavez Gelbaum (the "Reporting Persons") with the Securities and Exchange Commission on July 11, 2007 (the "Initial Schedule 13D") and prior amendments thereto. Capitalized terms used in this Amendment No. 10 but not otherwise defined herein have the meanings given to them in the Initial Schedule 13D or prior amendments thereto. This Amendment No. 10 is being made to disclose the disposition of shares of Common Stock by the Reporting Persons. Except as otherwise set forth herein, this Amendment No. 10 does not modify any of the information previously reported by the Reporting Persons in the Initial Schedule 13D or prior amendments thereto. Item 5. Interest in Securities of the Issuer (a) As of the date of this Amendment No. 10, the Reporting Persons beneficially own 8,890,576 shares of Common Stock, representing 7.9% of Common Stock outstanding, calculated in accordance with Rule 13D. All of the shares are held of record by the Trust. (b) The Reporting Persons have shared voting and dispositive power with respect to 8,890,576 shares of Common Stock. Each of David Gelbaum and Monica Chavez Gelbaum, acting alone, has the power to exercise voting and investment control over the shares of Common Stock owned by the Trust. (c) Since Amendment No. 9 to Schedule 13D, the Reporting Persons have disposed shares of Common Stock in brokered transactions as follows: Date Number of Shares Price Per Share ---- ---------------- --------------- 12/12/2008 (46,314) $0.55340 12/15/2008 (43,300) $0.56670 12/16/2008 (62,900) $0.56950 12/17/2008 (199,942) $0.62020 12/18/2008 (115,396) $0.63090 12/19/2008 (205,284) $0.66550 12/20/2008 (189,000) $0.54000 12/23/2008 (125,900) $0.51760 12/24/2008 (11,900) $0.51820 12/26/2008 (31,200) $0.51640 12/29/2008 (53,748) $0.52510 12/31/2009 (169,721) $0.52540 1/2/2009 (244,549) $0.53410 1/5/2009 (176,500) $0.51800 1/6/2009 (156,700) $0.51660 (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer 5 (a) Pursuant to the Power of Attorney filed as Exhibit "B" to Amendment No. 1 to Schedule 13D filed on August 24, 2007 with respect to the issuer Emcore Corp., David Gelbaum has been appointed as Monica Chavez Gelbaum's Attorney-In-Fact. Item 7. Material to Be Filed as Exhibits Exhibit A: Agreement Regarding Joint Filing of Amendment No. 10 to Schedule 13D. 6 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct and agrees that this statement may be filed jointly with the other undersigned parties.
Dated: January 8, 2009 /s/ David Gelbaum ------------------------------------------------------------- David Gelbaum, Co-Trustee of The Quercus Trust /s/ David Gelbaum, as Attorney-In-Fact for Monica Chavez Gelbaum ---------------------------------------------------------------- Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust /s/ David Gelbaum ----------------------------------------------------------------- The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust
7 CUSIP No. 073677106 EXHIBIT A AGREEMENT REGARDING JOINT FILING OF AMENDMENT NO. 10 TO SCHEDULE 13D -------------------------------------------------------------------- The undersigned agree that the Amendment No. 10 to Schedule 13D with respect to the Common Stock of Beacon Power Corporation is a joint filing being made on their behalf.
Dated: January 8, 2009 /s/ David Gelbaum ------------------------------------------------------------- David Gelbaum, Co-Trustee of The Quercus Trust David Gelbaum, as Attorney-In-Fact for Monica Chavez Gelbaum ------------------------------------------------------------- Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust /s/ David Gelbaum ----------------------------------------------------------------- The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust
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