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*
DOUGLAS KEVIN

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WESTPORT INNOVATIONS INC [ WPRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
13(d)(3) group
3. Date of Earliest Transaction (Month/Day/Year)
07/05/2012
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 07/05/2012 P 13,440 A $37.49 2,623,792 D (1) (2)
Common Stock 07/05/2012 P 11,088 A $37.49 3,145,304 I (2) (3) By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Common Stock 07/05/2012 P 5,712 A $37.49 1,644,787 I (2) (4) By Douglas Famliy Trust
Common Stock 07/05/2012 P 3,360 A $37.49 945,906 I (2) (5) By James E. Douglas III
Common Stock 07/06/2012 P 26,560 A $36.62 2,650,352 D (1) (2)
Common Stock 07/06/2012 P 21,912 A $36.62 3,167,216 I (2) (3) By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Common Stock 07/06/2012 P 11,288 A $36.62 1,656,075 I (2) (4) By Douglas Famliy Trust
Common Stock 07/06/2012 P 6,640 A $36.62 952,546 I (2) (5) By James E. Douglas III
Common Stock 601,839 I (2) (6) By KGD 2010 Annuity Trust V
Common Stock 601,839 I (2) (7) By MMD 2010 Annuity Trust V
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
Put Option (obligation to buy) $35 07/05/2012 S 400 07/05/2012 08/18/2012 Common Stock 40,000 $260 400 D (1) (2)
Put Option (obligation to buy) $35 07/05/2012 S 330 07/05/2012 08/18/2012 Common Stock 33,000 $260 330 I (2) (3) By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Put Option (obligation to buy) $35 07/05/2012 S 170 07/05/2012 08/18/2012 Common Stock 17,000 $260 170 I (2) (4) By Douglas Famliy Trust
Put Option (obligation to buy) $35 07/05/2012 S 100 07/05/2012 08/18/2012 Common Stock 10,000 $260 100 I (2) (5) By James E. Douglas III
1. Name and Address of Reporting Person*
DOUGLAS KEVIN

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DOUGLAS FAMILY TRUST

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DOUGLAS JAMES E III

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KGD 2010 Annuity Trust V

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MMD 2010 Annuity Trust V

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
Explanation of Responses:
1. These shares are held directly and jointly by Kevin Douglas and his wife, Michelle Douglas.
2. Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively the "Reporting Persons") may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or Rule 13d-5 promulgated under the Exchange Act, with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 4 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person.
3. These shares are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust.
4. These shares are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee of the Douglas Family Trust.
5. These shares are held directly by James E. Douglas III and indirectly by Kevin Douglas.
6. These shares are held by the KGD 2010 Annuity Trust V, a grantor-retained annuity trust of which Kevin Douglas is the sole trustee, and indirectly by Kevin Douglas.
7. These shares are held by the MMD 2010 Annuity Trust V, a grantor-retained annuity trust of which Michelle Douglas is the sole trustee, and indirectly by Michelle Douglas and Kevin Douglas.
/s/ Eileen Wheatman, attorney in fact for Kevin Douglas 07/09/2012
/s/ Eileen Wheatman, attorney in fact for Douglas Family Trust 07/09/2012
/s/ Eileen Wheatman, attorney in fact for James Douglas and Jean Douglas Irrevocable Descendants? Trust 07/09/2012
/s/ Eileen Wheatman, attorney in fact for James E. Douglas III 07/09/2012
/s/ Eileen Wheatman, attorney in fact for KGD 2010 Annuity Trust V 07/09/2012
/s/ Eileen Wheatman, attorney in fact for MMD 2010 Annuity Trust V 07/09/2012
** 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).
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