|
1. Name and Address of Reporting Person
*
RockPort Capital Partners II, LP
|
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)
|
|
(Last)
(First)
(Middle)
160 FEDERAL STREET, 18TH FLOOR
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/10/2008
|
|
(Street)
BOSTON, MA 02110-1700
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
|
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 as consideration for Rockport Capital Partners II, L.P.agreeing to amend the antidilution provisions contained in Rockport's existing warrants to purchase 11,879,413 shares of Common Stock (as well as any additional warrants SatCon may issue to Rockport Capital Partners II, L.P. 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)) pursuant to 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).
|
|
(
4)
|
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.
|
|
(
5)
|
Includes 22,000 options to purchase shares of Common Stock, at an exercise price of $2.11 per share, granted to David Prend on June 9,2009 in connection with his service as a director of SatCon. These options became fully exercisable on the date of grant and remain exercisable until June 9, 2019. RockPort and RockPort LLC have the right to the economic benefit of this grant. As a result, these securities may be deemed to be beneficially owned by RockPort and RockPort LLC. Each of RockPort and RockPort LLC disclaim beneficial ownership of the reported securities except to the extent of 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.
|
|
(
6)
|
Includes 22,000 options to purchase shares of Common Stock, at an exercise price of $2.79 per share, granted to David Prend on June 10, 2008 in connection with his service as a director of SatCon. These options became fully exercisable on the date of grant and remain exercisable until June 10, 2018. RockPort and RockPort LLC have the right to the economic benefit of this grant. As a result, these securities may be deemed to be beneficially owned by RockPort and RockPort LLC. Each of RockPort and RockPort LLC disclaim beneficial ownership of the reported securities except to the extent of 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.
|
|
(
7)
|
Includes 14,423,076 shares of Common Stock issuable upon conversion of 15,000 shares of Series C convertible Preferred Stock and 12,107,413 shares of Common Stock issuable upon the exercise of warrants, which preferred stock and warrants are directly owned by RockPort Capital Partners II, L.P.
|
|
(
8)
|
Includes 14,423,076 shares of Common Stock issuable upon conversion of 15,000 shares of Series C convertible Preferred Stock and 11,879,413 shares of Common Stock issuable upon the exercise of warrants, which preferred stock and warrants are directly owned by RockPort Capital Partners II, L.P.
|
|
(
9)
|
Includes 14,423,076 shares of Common Stock issuable upon conversion of 15,000 shares of Series C convertible Preferred Stock and 11,873,350 shares of Common Stock issuable upon the exercise of warrants, which preferred stock and warrants are directly owned by RockPort Capital Partners II, L.P.
|
Reporting Owners
|
|
Reporting Owner Name / Address
|
Relationships
|
|
Director
|
10% Owner
|
Officer
|
Other
|
RockPort Capital Partners II, LP
160 FEDERAL STREET
18TH FLOOR
BOSTON, MA 02110-1700
|
|
X
|
|
|
RockPort Capital II, L.L.C.
160 FEDERAL STREET
18TH FLOOR
BOSTON, MA 02110-1700
|
|
X
|
|
|
ELLIS ALEXANDER III
160 FEDERAL STREET
18TH FLOOR
BOSTON, MA 02110-1700
|
|
X
|
|
|
James Janet Burrows
160 FEDERAL STREET
18TH FLOOR
BOSTON, MA 02110-1700
|
|
X
|
|
|
JAMES WILLIAM E
160 FEDERAL STREET
18TH FLOOR
BOSTON, MA 02110-1700
|
|
X
|
|
|
MCDERMOTT CHARLES J
160 FEDERAL STREET
18TH FLOOR
BOSTON, MA 02110-1700
|
|
X
|
|
|
Wilson Stoddard Moran
160 FEDERAL STREET
18TH FLOOR
BOSTON, MA 02110-1700
|
|
X
|
|
|
Signatures
|
|
RockPort Capital Partners II, L.P., By: RockPort Capital II, LLC, Its: General Partner, By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Name: Stoddard M. Wilson, Title: Managing Memeber
|
|
7/8/2009
|
|
**
Signature of Reporting Person
|
Date
|
|
RockPort Capital II, LLC, By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Name: Stoddard M. Wilson, Title: Managing Member
|
|
7/8/2009
|
|
**
Signature of Reporting Person
|
Date
|
|
By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Alexander Ellis III
|
|
7/8/2009
|
|
**
Signature of Reporting Person
|
Date
|
|
/s/ Janet B. James, Janet B. James
|
|
7/8/2009
|
|
**
Signature of Reporting Person
|
Date
|
|
By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, William E. James
|
|
7/8/2009
|
|
**
Signature of Reporting Person
|
Date
|
|
By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Charles J. McDermott
|
|
7/8/2009
|
|
**
Signature of Reporting Person
|
Date
|
|
By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Stoddard M. Wilson
|
|
7/8/2009
|
|
**
Signature of Reporting Person
|
Date
|