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^*

MICRO GENERATION TECHNOLOGY FUND LLC

(Last)

(First)

(Middle)

c/o Arete Corporation

PO Box 1299

(Street)

Center Harbor

03226

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EVERGREEN SOLAR INC [ ESLR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2003

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)
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	11/10/2003		C⁽⁹⁾		1,699,934	A	⁽⁹⁾	1,724,270	I	By Micro-Generation Technology Fund, LLC
Common Stock	11/10/2003		J⁽¹⁾		1,699,934	D	⁽¹⁾	24,336	I	By Micro-Generation Technology Fund, LLC
Common Stock	11/10/2003		C⁽⁹⁾		672,264	A	⁽⁹⁾	783,118	I	By UVCC Fund II, L.P.
Common Stock	11/11/2003		J⁽²⁾		783,118	D	⁽²⁾	0	I	By UVCC Fund II, L.P.
Common Stock	11/10/2003		C⁽⁹⁾		650,702	A	⁽⁹⁾	761,556	I	By UVCC II Parallel Fund, L.P.
Common Stock	11/11/2003		J⁽³⁾		761,556	D	⁽³⁾	0	I	By UVCC II Parallel Fund, L.P.
Common Stock	11/11/2003		J⁽⁴⁾		93,945	D	⁽⁴⁾	16,909	I	By Utech Climate Challenge Fund, L.P.

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)
Series A Convertible Preferred Stock	⁽⁵⁾	11/10/2003		C⁽⁹⁾			1,619,960	05/15/2003	⁽¹⁰⁾	Common Stock	1,699,934⁽⁵⁾	⁽⁹⁾	0⁽¹¹⁾	I	By Micro-Generation Technology Fund, LLC
Series A Convertible Preferred Stock	⁽⁵⁾	11/10/2003		J⁽⁶⁾			165,754	05/15/2003	⁽¹⁰⁾	Common Stock	173,937⁽⁵⁾	⁽⁶⁾	0⁽¹¹⁾	I	By Micro-Generation Technology Fund, LLC
Series A Convertible Preferred Stock	⁽⁵⁾	11/10/2003		C⁽⁹⁾			640,637	05/15/2003	⁽¹⁰⁾	Common Stock	672,264⁽⁵⁾	⁽⁹⁾	0⁽¹¹⁾	I	By UVCC Fund II, L.P.
Series A Convertible Preferred Stock	⁽⁵⁾	11/10/2003		J⁽⁷⁾			29,005	05/15/2003	⁽¹⁰⁾	Common Stock	30,437⁽⁵⁾	⁽⁷⁾	0⁽¹¹⁾	I	By UVCC Fund II, L.P.
Series A Convertible Preferred Stock	⁽⁵⁾	11/10/2003		C⁽⁹⁾			620,090	05/15/2003	⁽¹⁰⁾	Common Stock	650,702⁽⁵⁾	⁽⁹⁾	0⁽¹¹⁾	I	By UVCC II Parallel Fund, L.P.
Series A Convertible Preferred Stock	⁽⁵⁾	11/10/2003		J⁽⁸⁾			49,552	05/15/2003	⁽¹⁰⁾	Common Stock	51,998⁽⁵⁾	⁽⁸⁾	0⁽¹¹⁾	I	By UVCC II Parallel Fund, L.P.

1. Name and Address of Reporting Person^*

MICRO GENERATION TECHNOLOGY FUND LLC

(Last)

(First)

(Middle)

c/o Arete Corporation

PO Box 1299

(Street)

Center Harbor

03226

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARETE CORP

(Last)

(First)

(Middle)

PO BOX 1299

(Street)

CENTER HARBOR

03226

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents distribution-in-kind by Micro-Generation Technology Fund, LLC to its members for no consideration.

2. Represents distribution-in-kind by UVCC Fund II, L.P. to its partners for no consideration.

3. Represents distribution-in-kind by UVCC II Parallel Fund, L.P. to its partners for no consideration.

4. Represents distribution-in-kind by Utech Climate Challenge Fund, L.P. to its partners for no consideration.

5. As of November 10, 2003, each share of Series A Convertible Preferred Stock ("Preferred Stock") is convertible into approximately 1.0494 shares of Common Stock. The number of shares of Common Stock issuable upon conversion of the Preferred Stock will be such number equal to the product of (i) the number of shares of Preferred Stock being so converted multiplied by (ii) the quotient of (x) the sum of the Accreted Value (as defined in the Certificate of Designations for the Preferred Stock (the "Certificate of Designations")) plus all dividends accrued since the previous compounding date divided by (y) the Conversion Price (as defined in the Certificate of Designations).

6. Represents distribution-in-kind by Micro-Generation Technology Fund, LLC to a member of 165,754 shares of Preferred Stock for no consideration.

7. Represents distribution-in-kind by UVCC Fund II, L.P. to a partner of 29,005 shares of Preferred Stock for no consideration.

8. Represents distribution-in-kind by UVCC II Parallel Fund, L.P. to a partner of 49,552 shares of Preferred Stock for no consideration.

9. On November 10, 2003, shares of Preferred Stock of the referenced record holder were converted into shares of Common Stock.

10. The Preferred Stock may be exercised at any time after issuance and has no expiration date.

11. Represents the number of shares beneficially owned by the referenced record holder following all of the reported transactions.

Remarks:

The reporting persons disclaim beneficial ownership of the securities reported on this Form 4 except to the extent of their pecuniary interest therein.

	/s/ Edwin C. Pease, attorney-in-fact for Micro-Generation Technology Fund, LLC	11/13/2003
	** 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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