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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SATCON TECHNOLOGY CORP [ SATC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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. |