SEC Form 4 · accession 0001649561-15-000007
PLUG POWER INC · PLUG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
AXANE SA
Director
Period of report
Aug 26, 2015
Accepted (ET)
Aug 28, 2015 · 11:38 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001093691
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2 | Aug 26, 2015 | A | 1,613,289 | $1.85 | A | 6,394,539 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were issued by the Issuer to Axane SA as a true up adjustment pursuant to a Share Purchase Agreement dated 24 July 2015 among Axane, SA, Plug Power, Inc. and Hypulsion U.S. Holding, Inc. (the "Hypulsion SPA"). The amount of the true up adjustement was $2,984,584.41, and the nuber of shares issued to Axane SA was determined by dividing such amount by $1.85, which was the closing price of the common stock on August 25, 2015.
- F2Includes 4,781,250 shares issued by the Issuer to Axane SA on July 31, 2015 as the consideration paid by the Issuer to Axane SA pursuant to the Hypulsion SPA, and included in the Reporting Person's Initial Statement of Beneficial Ownership of Securities on Form 3 filed on August 4, 2015. The total consideration was $11,475,000, and the number of shares issued to Axane SA was determined by dividing such consideration by $2.40, the closing price of the common stock on July 30, 2015.
Remarks
Xavier Pontone serves on the board of directors of Plug Power Inc. as the representative of Air Liquide Investissements d'Avenir et de Demonstration ("ALIAD"). Axane SA and ALIAD are wholly-owned subsidiaries of the same parent and are thus affiliates under common control. Neither ALIAD nor Axane SA, nor any affiliate of such companies (including their common parent), individually or in the aggregate, now beneficially owns, or has ever beneficially owned, over 10% of Plug Power, Inc.'s common stock.