X0206 3 2015-01-26 0 0001419242 ATLANTIC POWER CORP AT 0001136877 MOORE JAMES J JR C/O ATLANTIC POWER CORPORATION ONE FEDERAL STREET, 30TH FLOOR BOSTON MA 02110 1 1 0 0 Chief Executive Officer Transition notional shares Common shares 523256 D Represents a grant of transitional notional shares pursuant to the previously filed Transition Equity Grant Participation Agreement. With respect to 50% of the transition notional shares, the vesting date shall be on or any time after January 26, 2017 if the weighted average Canadian dollar closing price of Common Shares on the TSX for at least three consecutive calendar months has exceeded $2.58 per common share by at least 50%. The remaining 50% of the transition notional shares vest on January 26, 2019. Under the Transition Equity Grant Participation Agreement, each transition notional share represents a right to receive one-third in cash, which will be deposited into the payroll tax withholding account, and the remainder in common shares. The amount of securities beneficially owned following the reported transactions reflect those holdings as of the date of this Form. Transition notional shares are eligible to receive a credit equal in transition notional shares to the amount of dividends paid per common share. /s/ John S. Miele, attorney-in-fact 2015-01-28