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^*

DEUTCH PHILIP J

(Last)

(First)

(Middle)

1700 K STREET NW

SUITE 750

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SATCON TECHNOLOGY CORP [ SATC ]

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

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

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)

X	Form filed by One Reporting Person
	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	08/10/2010		M		7,631,036	A	$1.25	7,631,036	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		F		2,592,064	D	$3.68	5,038,972	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		M		253,580	A	$1.25	5,292,552	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		F		86,135	D	$3.68	5,206,417	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		M		30,951	A	$1.66	5,237,368	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		F		13,962	D	$3.68	5,223,406	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		M		4,042	A	$1.66	5,227,448	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		F		1,824	D	$3.68	5,225,624	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		M		152,000	A	$1.8	5,377,624	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		F		74,348	D	$3.68	5,303,276	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		M		7,164	A	$1.66	5,310,440	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		F		3,232	D	$3.68	5,307,208	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		M		19,354	A	$1.66	5,326,562	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		F		8,731	D	$3.68	5,317,831	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	08/10/2010		S		5,317,831	D	$3.25	0	I⁽¹⁾	See Footnote⁽¹⁾

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)
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⁾	I⁽¹⁾	See Footnote⁽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⁾	I⁽¹⁾	See Footnote⁽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⁾	I⁽¹⁾	See Footnote⁽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⁾	I⁽¹⁾	See Footnote⁽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⁾	I⁽¹⁾	See Footnote⁽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⁾	I⁽¹⁾	See Footnote⁽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⁾	I⁽¹⁾	See Footnote⁽¹⁾

Explanation of Responses:

1. These securities are held by NGP Energy Technology Partners, L.P. NGP ETP, L.L.C. is the general partner of NGP Energy Technology Partners, L.P. Energy Technology Partners, L.L.C. is the manager of NGP ETP, L.L.C. Philip J. Deutch is the manager of Energy Technology Partners, L.L.C. By virtue of this relationship, Mr. Deutch may be deemed to beneficially own the shares held by NGP Energy Technology Partners, L.P. Mr. Deutch disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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 by NGP Energy Technology Partners, L.P.

	/s/ Philip J. Deutch	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).
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