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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Quercus Trust (Last) (First) (Middle) 1835 NEWPORT BLVD. A109-PMB 467 (Street) COSTA MESA, CA 92627 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ELECTRO ENERGY INC [ EEEI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/01/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2008		J(1)		230,103	A	(1)	230,103	D
Common Stock	07/01/2008		J(2)		140,942	A	(2)	371,045	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant(7)	$1(3)	07/23/2008		P		1,875,000		07/23/2008	07/23/2011	Common Stock	1,875,000	$750,000	1,875,000	D
Warrant(7)	$1(4)	08/18/2008		P		1,562,500		08/18/2008	08/18/2011	Common Stock	1,562,500	(6)	1,562,500	D
Convertible Debenture(7)	$1(5)	08/18/2008		P		$625,000		08/18/2008	08/18/2013	Common Stock	625,000	(6)	625,000	D

1. Name and Address of Reporting Person* Quercus Trust (Last) (First) (Middle) 1835 NEWPORT BLVD. A109-PMB 467 (Street) COSTA MESA, CA 92627 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gelbaum David (Last) (First) (Middle) 1835 NEWPORT BLVD. A109-PMB 467 (Street) COSTA MESA CA 92627 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Co-Trustee

1. Name and Address of Reporting Person* Gelbaum Monica Chavez (Last) (First) (Middle) 1835 NEWPORT BLVD. A109-PMB 467 (Street) COSTA MESA CA 92627 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Co-Trustee

Explanation of Responses:

1. On 4/1/2008, Reporting Persons received 1,150,515 shares of Common Stock in lieu of cash interest payments on the debenture Reporting Persons purchased from Issuer on 12/7/2007 ("2007 Debenture"). After giving effect to the one-for-five reverse stock split of Common Stock on 7/9/2008 ("Reverse Stock Split"), Reporting Persons are reporting on this Form 4 an acquisition of 230,103 shares of Common Stock.

2. On 7/1/2008, Reporting Persons received 704,712 shares of Common Stock in lieu of cash interest payments on 2007 Debenture. After giving effect to Reverse Stock Split, Reporting Persons are reporting on this Form 4 an acquisition of 140,942 shares of Common Stock.

3. Pursuant to that certain Warrant Purchase Agreement dated 7/23/2008 ("Warrant Purchase Agreement") (copy of which is filed as an exhibit to Issuer's Form 8-K filed on 7/28/2008), Reporting Persons purchased a warrant to purchase 1,875,000 shares of Common Stock with an adjustable exercise price of $2.75 per share ("July 2008 Warrant"). The $2.75 adjustable exercise price was subsequently amended and reduced to $1.00 per share and the minimum exercise price was adjusted to $0.4545 per share pursuant to that certain Convertible Debenture and Warrant Purchase Agreement dated 8/18/2008 ("2008 Debenture Agreement") (copy of which is filed as an exhibit to Issuer's Form 8-K filed on 8/21/2008).

4. Pursuant to 2008 Debenture Agreement, Reporting Persons purchased a warrant to purchase 1,562,500 shares of Common Stock with an exercise price of $1.00 per share ("August 2008 Warrant"). The $1.00 exercise price is subject to adjustments described in 2008 Debenture Agreement.

5. Pursuant to 2008 Debenture Agreement, Reporting Persons also purchased a 10% Senior Secured Convertible Debenture convertible into 625,000 shares of Common Stock at a conversion price of $1.00 per share ("August 2008 Debenture").

6. The aggregate purchase price of August 2008 Warrant and August 2008 Debenture was $625,000.

7. 2008 Debenture Agreement provides that until Issuer's shareholders approve the terms of July 2008 Warrant, August 2008 Debenture and August 2008 Warrant, Reporting Persons may only convert and/or exercise such securities for shares of Common Stock representing no more than 19.9% of Issuer's outstanding shares of Common Stock as of the date of July 2008 Warrant, i.e. 1,221,344 shares representing 19.9% of 6,137,405 shares. Transactions reported in this Form 4 are described in greater detail in the Reporting Persons' Schedule 13D Amendment No. 1 filed on 8/26/2008.

Remarks:

	/s/ David Gelbaum, Co-Trustee, The Quercus Trust	08/26/2008
	/s/ David Gelbaum, as attorney-in-fact for Monica Chavez Gelbaum, Co-Trustee, The Quercus Trust	08/26/2008
	** Signature of Reporting Person	Date
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