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*
RockPort Capital Partners II, LP

(Last) (First) (Middle)
160 FEDERAL STREET
18TH FLOOR

(Street)
BOSTON MA 02110-1700

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2011
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to purchase Common Stock $1.66(2) 03/31/2011 A 253,637 03/31/2011 03/31/2018 Common Stock 253,637 (3) 13,161,077(4) D(1)
1. Name and Address of Reporting Person*
RockPort Capital Partners II, LP

(Last) (First) (Middle)
160 FEDERAL STREET
18TH FLOOR

(Street)
BOSTON MA 02110-1700

(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*
RockPort Capital II, L.L.C.

(Last) (First) (Middle)
160 FEDERAL STREET
18TH FLOOR

(Street)
BOSTON MA 02110-1700

(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*
ELLIS ALEXANDER III

(Last) (First) (Middle)
160 FEDERAL STREET
18TH FLOOR

(Street)
BOSTON MA 02100-1700

(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*
James Janet Burrows

(Last) (First) (Middle)
160 FEDERAL STREET
18TH FLOOR

(Street)
BOSTON MA 02100-1700

(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*
JAMES WILLIAM E

(Last) (First) (Middle)
160 FEDERAL STREET
18TH FLOOR

(Street)
BOSTON MA 02100-1700

(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*
MCDERMOTT CHARLES J

(Last) (First) (Middle)
160 FEDERAL STREET
18TH FLOOR

(Street)
BOSTON MA 02100-1700

(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*
Wilson Stoddard Moran

(Last) (First) (Middle)
160 FEDERAL STREET
18TH FLOOR

(Street)
BOSTON MA 02100-1700

(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. These securities are owned by RockPort Capital Partners II, L.P. ("RockPort"). These securities may be deemed to be beneficially owned by RockPort Capital II, LLC ("RockPort LLC"), and Alexander Ellis III, Janet B. James, William E. James, Charles J. McDermott, Stoddard M. Wilson and David J. Prend (the "Members"). RockPort LLC is the general partner of RockPort. Each of the Members are managing members of RockPort LLC. David Prend 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 RockPort LLC and the Members (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. The Warrants to purchase Common Stock feature a cashless exercise provision and are subject to anti-dilution adjustments as set forth in the Form of Tranche 2 Warrant and Additional Warrant (incorporated in this Form 4 by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by SatCon on November 14, 2007), as amended by that certain Agreement to Amend Warrants dated July 3, 2009 (incorporated in this Form 4 by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by SatCon on July 8, 2009).
3. The Warrants to purchase Common Stock were received pursuant to the terms of a Stock and Warrant Purchase Agreement dated November 8, 2007 (incorporated in this Form 4 by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by SatCon on November 14, 2007) upon the exercise of certain of SatCon's existing warrants as more fully described in the Form 8-K filed by SatCon on November 14, 2007.
4. Includes 13,161,077 shares of Common Stock issuable upon the exercise of warrants, which warrants are directly owned by RockPort Capital Partners II, L.P.
Rockport Capital Partners II, L.P., By: Rockport Capital II, LLC, Its: General Partner, By: Janet B. James, Janet B. James, Attorney-In-Fact, Name: Stoddard M. Wilson, Title: Managing Member 04/01/2011
RockPort Capital II, LLC, By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Name: Stoddard M. Wilson, Title: Managing Member 04/01/2011
By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Alexander Ellis III 04/01/2011
/s/ Janet B. James, Janet B. James 04/01/2011
By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, William E. James 04/01/2011
By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Charles J. McDermott 04/01/2011
By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Stoddard M. Wilson 04/01/2011
** 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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