SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Mark Elliot J.

(Last)

(First)

(Middle)

C/O NORTHERN POWER SYSTEMS, INC.

29 PITMAN ROAD

(Street)

BARRE

05641

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2014

3. Issuer Name and Ticker or Trading Symbol
Northern Power Systems Corp. [ NONE ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	6,311	D
Restricted Voting Common Shares	16,843	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	⁽¹⁾	11/24/2020	Common Shares	244,810	$1.59	D
Stock Option	01/28/2014⁽²⁾	09/16/2017	Common Shares	4,237	$3.63	D
Stock Option	01/28/2014⁽²⁾	09/16/2017	Common Shares	5,078	$3.63	D
Stock Option	⁽³⁾	09/28/2018	Common Shares	1,218	$3.63	D
Stock Option	⁽³⁾	09/28/2018	Common Shares	1,460	$3.63	D

Explanation of Responses:

1. The stock option becomes exercisable once the shares are vested. 20% of the shares vested on November 25, 2013 and the remaining shares vest in equal quarterly installments over the following three years.

2. Issued on exchange of options originally granted on September 7, 2010.

3. Issued on exchange of options originally granted on September 29, 2011. The stock option becomes exercisable once the shares are vested. 5/6th of the shares vested on January 28, 2014 and the remaining shares vest in two equal installments on June 29, 2014 and September 29, 2014.

Remarks:

Officer: Vice President, General Counsel, and Secretary Exhibit 24.1 Power of Attorney for Elliot J. Mark

	/s/ Elliot J. Mark	04/19/2014
	** 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 5 (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.