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^*

Rapisarda Paul Howard

(Last)

(First)

(Middle)

C/O ATLANTIC POWER CORPORATION

ONE FEDERAL ST., FLOOR 30

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATLANTIC POWER CORP [ AT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP-Commercial Development

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2012

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 Shares⁽¹⁾	02/28/2013		M		8,588	A	$10.33	93,222	D
Common Shares⁽¹⁾	02/28/2013		F		2,863	D	$10.33	93,222	D
Common Shares⁽²⁾	02/28/2013		M		4,335	A	$10.33	93,222	D
Common Shares⁽²⁾	02/28/2013		F		1,445	D	$10.33	93,222	D
Common Shares⁽³⁾	02/28/2013		A		13,644	A	$10.33	93,222	D
Common Shares⁽³⁾	02/28/2013		F		4,548	D	$10.33	93,222	D
Common Shares⁽⁴⁾	02/28/2013		M		10,290	A	$10.33	93,222	D
Common Shares⁽⁴⁾	02/28/2013		F		3,430	D	$10.33	93,222	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)
Notional Shares	⁽⁵⁾	02/29/2012		A		13,005⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Share	13,005	$14.79	29,251⁽⁷⁾	D
Notional Shares	⁽⁶⁾	02/29/2012		A		30,871⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Share	30,871	$14.79	29,251⁽⁷⁾	D
Notional Shares	⁽⁸⁾	02/28/2013		M		8,588⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Share	8,588	$10.33	29,251⁽⁷⁾	D
Notional Shares	⁽⁹⁾	02/28/2013		M		4,335⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Share	4,335	$10.33	29,251⁽⁷⁾	D
Notional Shares	⁽¹⁰⁾	02/28/2013		M		10,290⁽¹⁰⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Share	10,290	$10.33	29,251⁽⁷⁾	D

Explanation of Responses:

1. The reporting person acquired shares pursuant to the vesting (disclosed on Table II) of notional shares awarded in 2010 in respect of the 2009 performance year. Two thirds of the vested notional shares were settled in common shares and one third were settled in cash, net of applicable tax withholding.

2. The reporting person acquired shares pursuant to the vesting (disclosed on Table II) of notional shares awarded in 2012 in respect of the 2011 performance year (the "Supplemental Grant"). Two thirds of the vested notional shares were settled in common shares and one third were settled in cash, net of applicable tax withholding.

3. The reporting person acquired shares pursuant to the vesting of notional shares in respect of the 2010-2012 performance period pursuant to performance conditions. Two thirds of the vested notional shares were settled in common shares and one third were settled in cash, net of applicable tax withholding.

4. The reporting person acquired shares pursuant to the vesting (disclosed on Table II) of notional shares awarded in 2012 in respect of the 2011 performance year (the "Annual Grant"). Two thirds of the vested notional shares were settled in common shares and one third were settled in cash, net of applicable tax withholding.

5. Represents a grant of notional shares pursuant to the Company's Long-Term Incentive Plan ("LTIP") in 2012 in respect of the 2011 performance year that vest ratably with respect to one-third on each of February 28, 2013, February 28, 2014 and February 28, 2015. Under the LTIP, each notional share represents a right to receive one-third in cash (net of any applicable withholdings) and the remainder in a fractional common share, or (at the election of the reporting person) one common share, or (at the discretion of the board of directors of the Company) cash only.

6. Represents a grant of notional shares pursuant to LTIP in 2012 in respect of the 2011 performance year that vest ratably with respect to one-third on each of February 28, 2013, February 28, 2014 and February 28, 2015.

7. The amount of securities beneficially owned following the reported transactions reflect those holdings as of the date of this Form. The total includes dividend equivalent rights accrued on the notional shares previously earned pursuant to the LTIP. Dividend equivalent rights are credited in notional shares.

8. The reporting person vested in respect of one-third of the notional shares granted in 2010 with respect to the 2009 performance period (including additional notional shares accrued pursuant to dividend equivalent rights).

9. The reporting person vested in respect of one-third of the notional shares granted in 2012 with respect to the 2011 performance period (including additional notional shares accrued pursuant to dividend equivalent rights) (the "Supplemental Grant").

10. The reporting person vested in respect of one-third of the notional shares granted in 2012 with respect to the 2011 performance period (including additional notional shares accrued pursuant to dividend equivalent rights) (the "Annual Grant").

	/s/ Barry E. Welch, attorney-in-fact	04/15/2013
	** 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.
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