FORM 4

U.S. 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number _________ Expires: ________________ Estimated average burden hours per response .... 0.5

[  ]Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

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

Rankin (Last)

William (First)

George (Middle)

UQM Technologies, Inc. "UQM"

X_ Director ____ 10% Owner

7501 Miller Drive (Street Address)

3. IRS Identification Number of Reporting Person, if an entity (Voluntary)

4. Statement for Month/Day/Year 11/21/02

X_ Officer ____ Other (give title below) (specify below) Chairman and President

Frederick (City)

Colorado (State)

80530 (Zip)

5 If Amendment, Date of Original (Month/Day/Year)

7. Individual or Joint/Group Filing (Check Applicable Line)

X  Form filed by One Reporting Person ___ Form filed by More Than One Reporting Person

Table 1 - 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 Reporting Transaction(s) (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I)

7. Nature of Indirect Beneficial Ownership

Code

V

Amount

(A) or (D)

Price

(Instr. 4)

(Instr. 4)

Common Stock

11/21/02

N/A

S

20,000 shares

D

$2.60

54,000

D

N/A

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).

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 Control number.

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exer- cisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (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 of Derivative Security Direct (D) or Indirect (I) (Instr. 4)

11.Nature of Indirect Beneficial Ownership (Instr. 4)

Date Exer- cisable

Expir- ation Date

Title

Amount or Number of Shares

Code

V

(A)

(D)

Call Options

828,673

D

N/A

Explanation of Responses:

* Intentional misstatements or omissions of facts constitute Federal  Criminal Violations.	/s/ William G. Rankin	*November 21, 2002
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	**Signature of Reporting Person	Date

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.