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*
NGP Energy Technology Partners, L.P.

(Last) (First) (Middle)
1700 K STREET, NW
SUITE 750

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SATCON TECHNOLOGY CORP [ SATC ]
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)
08/10/2010
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 08/10/2010 M 7,631,036 A $1.25 7,631,036 D(1)
Common Stock 08/10/2010 F 2,592,064 D $3.68 5,038,972 D(1)
Common Stock 08/10/2010 M 253,580 A $1.25 5,292,552 D(1)
Common Stock 08/10/2010 F 86,135 D $3.68 5,206,417 D(1)
Common Stock 08/10/2010 M 30,951 A $1.66 5,237,368 D(1)
Common Stock 08/10/2010 F 13,962 D $3.68 5,223,406 D(1)
Common Stock 08/10/2010 M 4,042 A $1.66 5,227,448 D(1)
Common Stock 08/10/2010 F 1,824 D $3.68 5,225,624 D(1)
Common Stock 08/10/2010 M 152,000 A $1.8 5,377,624 D(1)
Common Stock 08/10/2010 F 74,348 D $3.68 5,303,276 D(1)
Common Stock 08/10/2010 M 7,164 A $1.66 5,310,440 D(1)
Common Stock 08/10/2010 F 3,232 D $3.68 5,307,208 D(1)
Common Stock 08/10/2010 M 19,354 A $1.66 5,326,562 D(1)
Common Stock 08/10/2010 F 8,731 D $3.68 5,317,831 D(1)
Common Stock 08/10/2010 S 5,317,831 D $3.25 0 D(1)
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 to purchase Common Stock $1.25 08/10/2010 M 7,631,036 05/08/2008 11/08/2014 Common Stock 7,631,036 $0 11,541,317(2) D(1)
Warrant to purchase Common Stock $1.25 08/10/2010 M 253,580 12/20/2007 12/20/2014 Common Stock 253,580 $0 11,287,737(3) D(1)
Warrant to purchase Common Stock $1.66 08/10/2010 M 30,951 06/28/2008 06/28/2015 Common Stock 30,951 $0 11,256,786(3) D(1)
Warrant to purchase Common Stock $1.66 08/10/2010 M 4,042 09/27/2008 09/27/2015 Common Stock 4,042 $0 11,252,744(3) D(1)
Warrant to purchase Common Stock $1.8 08/10/2010 M 152,000 07/03/2009 07/03/2016 Common Stock 152,000 $0 11,100,744(3) D(1)
Warrant to purchase Common Stock $1.66 08/10/2010 M 7,164 10/03/2009 10/03/2016 Common Stock 7,164 $0 11,093,580(3) D(1)
Warrant to purchase Common Stock $1.66 08/10/2010 M 19,354 12/31/2009 12/31/2016 Common Stock 19,354 $0 11,074,226(3) D(1)
1. Name and Address of Reporting Person*
NGP Energy Technology Partners, L.P.

(Last) (First) (Middle)
1700 K STREET, NW
SUITE 750

(Street)
WASHINGTON DC 20006

(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*
NGP ETP, L.L.C.

(Last) (First) (Middle)
1700 K STREET, NW
SUITE 750

(Street)
WASHINGTON DC 20006

(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*
Energy Technology Partners, L.L.C.

(Last) (First) (Middle)
1700 K STREET, NW
SUITE 750

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities are owned by NGP Energy Technology Partners, L.P. ("NGP Energy Tech"). These securities may be deemed to be beneficially owned by NGP ETP, L.L.C. ("NGP ETP"), Energy Technology Partners, L.L.C. ("ETP") and Philip J. Deutch ("Deutch"). NGP ETP is the general partner of NGP Energy Tech. ETP is the sole manager of NGP ETP and Deutch is the sole member and manager of ETP. Deutch is also a director of SatCon and has reported his beneficial ownership of the reported securities on a Form 4, filed on the date hereof. Each of NGP ETP, ETP and Deutch (the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Act of 1934, as amended, or for any other purpose.
2. Includes 9,615,384 shares of Common Stock issuable upon conversion of 10,000 shares of Series C convertible Preferred Stock, 1,297,418 shares of Common Stock issuable upon the conversion of accrued dividends on the Series C convertible Preferred Stock and 628,515 shares of Common Stock issuable upon the exercise of warrants, which preferred stock and warrants are directly owned.
3. Includes shares of Common Stock issuable upon conversion of 10,000 shares of Series C convertible Preferred Stock, shares of Common Stock issuable upon the conversion of accrued dividends on the Series C convertible Preferred Stock and shares of Common Stock issuable upon the exercise of warrants, which preferred stock and warrants are directly owned.
NGP Energy Technology Partners, L.P., By: NGP ETP, L.L.C., Its: General Partner, By: /s/ Philip J. Deutch 08/12/2010
NGP ETP, L.L.C. By: /s/ Philip J. Deutch, Title: Authorized Member 08/12/2010
Energy Technology Partners, L.L.C., By: /s/ Philip J. Deutch, Title: Sole Member and Manager 08/12/2010
** 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.