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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMERICAN DG ENERGY INC [ ADGE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/21/2014 | P | 10,000 | A | $1.23 | 20,000 | I | Owned by Pat Limited.(1) | ||
Common Stock | 08/18/2014 | P | 10,000 | A | $1.27 | 30,000 | I | Owned by Pat Limited.(1) | ||
Common Stock | 05/23/2014 | J(2) | 32,184 | A | $2.237 | 1,476,820 | D | |||
Common Stock | 4,713,570 | I | Held in Trust with John N. Hatsopoulos and his wife, Patricia L. Hatsopoulos as co-trustees.(3) | |||||||
Common Stock | 2,280,414 | I | Held in trust for the benefit of John N. Hatsopoulos and with John N. Hatsopoulos as trustee.(4) | |||||||
Common Stock | 506,016 | I | Held in trust for the benefit of John N. Hatsopoulos and with John N. Hatsopoulos as the trustee.(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock(6) | $2.11 | 05/23/2011 | 05/25/2018 | Common Stock | 1,137,441 | $1,137,441 | I | Common stock that can be acquired through conversion of convertible debenture.(7) |
Explanation of Responses: |
1. Held by Pat Limited, a company incorporated in the Commonwealth of The Bahamas controlled by John N. Hatsopoulos. |
2. The shares constitute accrued interest paid by the issuer on a 6% Senior Unsecured Convertible Debentures Due 2018 in the principal amount of $2,400,000 with a conversion price of $2.11. The interest paid is for the period November 2013 to May 2014. |
3. Held by The John N. Hatsopoulos Family Trust 2011 for the benefit of: (1) Patricia L. Hatsopoulos, (2) Alexander J. Hatsopoulos, and (3) Nia Marie Hatsopoulos, for which John N. Hatsopoulos and his wife, Patricia L. Hatsopoulos, are the co-trustees. |
4. Held by the John N. Hatsopoulos Qualified Annuity Trust of 2011 for the benefit of John N. Hatsopoulos, for which John N. Hatsopoulos is the trustee |
5. Held by The John N. Hatsopoulos 2011 Trust for the benefit of John N. Hatsopoulos, for which John N. Hatsopoulos is the trustee. |
6. Derivative security is a 6% Senior Unsecured Convertible Debentures Due 2018 in the principal amount of $2,400,000 with a conversion price of $2.11. The interest is paid in shares semi-annually. |
7. Shares of issuer common stock that John N. Hatsopoulos has the right to acquire by converting a currently convertible 6% senior unsecured convertible debentures. |
Remarks: |
In April 2014, the number of shares of common stock that John N. Hatsopoulos beneficially owns was revised to more accurately reflect the nature of his ownership. The separation of his holdings detailed above is a reflection of that revision. |
John N. Hatsopoulos | 08/22/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |