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^*

SWEET LARRY M

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DISTRIBUTED ENERGY SYSTEMS CORP [ DESC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & COO of PES Inc.

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2003

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	04/24/2002		P		2,000	A	$6.44	2,000	D
Common Stock	04/24/2002		P/K		5,000	A	$6.47	7,000	D
Common Stock	04/24/2002		P		5,000	A	$6.4	12,000	D
Common Stock	04/24/2002		P		2,000	A	$6.45	14,000	D
Common Stock	05/25/2002		P		36,000	A	$6.24	50,000	D

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)
Incentive Stock Option (right to buy)	$2.9	12/10/2003		A	V	10,000		⁽¹⁾	12/10/2013	Common Stock	10,000	$2.9	10,000	D
Incentive Stock Option (right to buy)	$5	05/13/2002		A	V	20,000		⁽²⁾	05/13/2012	Common Stock	20,000	$0	20,000	D
Incentive Stock Option (right to buy)	$5	05/13/2002		A	V	80,000		⁽¹⁾	05/13/2012	Common Stock	80,000	$0	100,000	D
Non-Qualified Stock Option (right to buy)	$2.9	12/10/2003		A	V	30,000		⁽¹⁾	12/10/2013	Common Stock	30,000	$2.9	30,000	D
Non-Qualified Stock Option (right to buy)	$2.99	12/13/2002		A	V	50,000		⁽¹⁾	12/13/2012	Common Stock	50,000	$0	50,000	D
Non-Qualified Stock Option (right to buy)	$5	05/13/2002		A	V	5,000		⁽²⁾	05/13/2012	Common Stock	5,000	$0	5,000	D
Non-Qualified Stock Option (right to buy)	$5	05/13/2002		A	V	320,000		⁽¹⁾	05/13/2012	Common Stock	320,000	$0	325,000	D

Explanation of Responses:

1. 4yr 25% On Vest

2. 100% Vested at Grant

Remarks:

For purposes of column 4 on table I and column 5 on table II, each of the transactions set forth on this Form 4 will be considered the acquisition (A) of securities or derivative securities, as the case may be. For purposes of column 2 on table I and column 3 on table II, each of the transactions set forth on this Form 4 occurred on December 10, 2003. For purposes of column 3 on table I and column 4 on table II, each of the transactions set forth on this Form 4 has Transaction Code "J". On December 12, 2003, Proton Energy Systems, Inc. ("Proton") and Northern Power Systems, Inc. ("Northern") each merged with separate, wholly owned subsidiaries of the Issuer (the "Mergers"). Prior to the Mergers, the Issuer was a wholly owned subsidiary of Proton. In the Mergers, each share of Proton common stock converted into one share of the Issuer's common stock, and each option to purchase one share of Proton common stock converted into an option to purchase one share of the Issuer's common stock.

	By: Sherry E. Munro For: Larry M. Sweet	12/12/2003
	** 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 4 (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).
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