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^*

HATSOPOULOS JOHN

(Last)

(First)

(Middle)

C/O EUROSITE POWER INC.

45 FIRST AVENUE

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EUROSITE POWER INC. [ EUSP ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2014

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	10/03/2014		C⁽¹⁾		600,000	A	$0	773,794⁽²⁾	D
Common Stock	10/03/2014		J⁽³⁾		1,164,000	A	$0	1,937,794⁽²⁾	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)
4% Senior Convertible Note Due 2018	$0.5	10/03/2014		C⁽¹⁾			$300,000	04/24/2014	04/24/2018	Common Stock	600,000	$0	0	D
Warrants	$0.6	10/03/2014		J⁽³⁾		144,000		10/03/2014	10/03/2017	Common Stock	144,000	$0	0	D

Explanation of Responses:

1. On October 3, 2014, pursuant to a convertiable note amendment agreement by and among John Hatsopoulos, EuroSite Power Inc., American DG Energy Inc., or American DG, a majority parent of EuroSite Power Inc., and certain other noteholders, or the Note Amendment Agreement, Mr. Hatsopoulos converted, in full, his 4% Senior Convertible Note Due 2018, or the Note, originally issued on April 24, 2014 into 600,000 shares of common stock of EuroSite Power Inc. The Note was cancelled and Mr. Hatsopoulos was issued shares of the common stock of EuroSite Power Inc. at a conversion price of $.50 per share.

2. This amount consists of: (a) 1,877,654 shares of common stock directly held by John Hatsopoulos and (b) 60,140 shares of common stock held by John Hatsopoulos and his wife, Patricia L. Hatsopoulos, as joint tenants with rights of survivorship, each of whom share voting and investment power. John Hatsopoulos is the Chief Executive Officer and a Director of American DG. American DG directly beneficially owns 32,906,321 shares of EuroSite common stock. John Hatsopoulos disclaims beneficial ownership of the shares held directly by American DG except to the extent of any pecuniary interest he may be deemed to have in such shares.

3. Pursuant to the Note Amendment Agreement and in connection with the prepayment of current and future interest on certain of American DG's 6% Senior Unsecured Convertible Debentures Due 2018, American DG issued to Mr. Hatsopoulos 1,164,000 shares of common stock of EuroSite owned by American DG and warrants to purchase up to 144,000 shares of common stock of EuroSite owned by American DG at an exercise price of $.60 per share and an expiration date of October 3, 2017.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Gabriel Parmese, Attorney-in-fact	10/08/2014
	** 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).
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