- Statement of Changes in Beneficial Ownership (4)
August 12 2010 - 5:26PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
NGP Energy Technology Partners, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
SATCON TECHNOLOGY CORP
[
SATC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1700 K STREET, NW, SUITE 750
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/10/2010
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(Street)
WASHINGTON, DC 20006
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/10/2010
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M
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7631036
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A
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$1.25
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7631036
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D
(1)
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Common Stock
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8/10/2010
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F
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2592064
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D
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$3.68
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5038972
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D
(1)
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Common Stock
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8/10/2010
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M
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253580
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A
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$1.25
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5292552
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D
(1)
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Common Stock
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8/10/2010
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F
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86135
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D
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$3.68
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5206417
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D
(1)
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Common Stock
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8/10/2010
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M
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30951
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A
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$1.66
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5237368
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D
(1)
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Common Stock
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8/10/2010
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F
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13962
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D
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$3.68
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5223406
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D
(1)
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Common Stock
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8/10/2010
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M
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4042
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A
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$1.66
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5227448
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D
(1)
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Common Stock
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8/10/2010
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F
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1824
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D
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$3.68
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5225624
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D
(1)
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Common Stock
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8/10/2010
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M
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152000
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A
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$1.80
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5377624
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D
(1)
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Common Stock
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8/10/2010
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F
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74348
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D
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$3.68
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5303276
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D
(1)
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Common Stock
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8/10/2010
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M
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7164
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A
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$1.66
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5310440
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D
(1)
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Common Stock
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8/10/2010
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F
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3232
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D
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$3.68
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5307208
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D
(1)
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Common Stock
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8/10/2010
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M
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19354
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A
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$1.66
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5326562
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D
(1)
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Common Stock
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8/10/2010
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F
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8731
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D
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$3.68
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5317831
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D
(1)
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Common Stock
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8/10/2010
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S
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5317831
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D
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$3.25
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0
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D
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant to purchase Common Stock
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$1.25
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8/10/2010
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M
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7631036
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5/8/2008
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11/8/2014
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Common Stock
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7631036
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$0
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11541317
(2)
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D
(1)
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Warrant to purchase Common Stock
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$1.25
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8/10/2010
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M
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253580
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12/20/2007
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12/20/2014
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Common Stock
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253580
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$0
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11287737
(3)
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D
(1)
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Warrant to purchase Common Stock
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$1.66
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8/10/2010
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M
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30951
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6/28/2008
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6/28/2015
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Common Stock
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30951
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$0
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11256786
(3)
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D
(1)
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Warrant to purchase Common Stock
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$1.66
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8/10/2010
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M
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4042
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9/27/2008
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9/27/2015
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Common Stock
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4042
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$0
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11252744
(3)
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D
(1)
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Warrant to purchase Common Stock
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$1.80
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8/10/2010
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M
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152000
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7/3/2009
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7/3/2016
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Common Stock
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152000
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$0
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11100744
(3)
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D
(1)
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Warrant to purchase Common Stock
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$1.66
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8/10/2010
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M
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7164
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10/3/2009
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10/3/2016
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Common Stock
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7164
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$0
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11093580
(3)
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D
(1)
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Warrant to purchase Common Stock
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$1.66
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8/10/2010
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M
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19354
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12/31/2009
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12/31/2016
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Common Stock
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19354
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$0
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11074226
(3)
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D
(1)
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Explanation of Responses:
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(
1)
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These securities are owned by NGP Energy Technology Partners, L.P. ("NGP Energy Tech"). These securities may be deemed to be beneficially owned by NGP ETP, L.L.C. ("NGP ETP"), Energy Technology Partners, L.L.C. ("ETP") and Philip J. Deutch ("Deutch"). NGP ETP is the general partner of NGP Energy Tech. ETP is the sole manager of NGP ETP and Deutch is the sole member and manager of ETP. Deutch 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 NGP ETP, ETP and Deutch (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.
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(
2)
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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.
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(
3)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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NGP Energy Technology Partners, L.P.
1700 K STREET, NW
SUITE 750
WASHINGTON, DC 20006
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X
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NGP ETP, L.L.C.
1700 K STREET, NW
SUITE 750
WASHINGTON, DC 20006
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X
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Energy Technology Partners, L.L.C.
1700 K STREET, NW
SUITE 750
WASHINGTON, DC 20006
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X
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Signatures
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NGP Energy Technology Partners, L.P., By: NGP ETP, L.L.C., Its: General Partner, By: /s/ Philip J. Deutch
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8/12/2010
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**
Signature of Reporting Person
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Date
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NGP ETP, L.L.C. By: /s/ Philip J. Deutch, Title: Authorized Member
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8/12/2010
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**
Signature of Reporting Person
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Date
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Energy Technology Partners, L.L.C., By: /s/ Philip J. Deutch, Title: Sole Member and Manager
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8/12/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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