Edgar Filing: PLUG POWER INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Roth Johannes Minho

2. Issuer Name and Ticker or Trading Symbol
PLUG POWER INC [PLUG]

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

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

(Last)

(First)

(Middle)

C/O PLUG POWER INC., 968 ALBANY SHAKER ROAD

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2017

(Street)

LATHAM, NY 12110

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Redeemable Convertible Preferred Stock

⁽¹⁾

01/26/2017

2,620

⁽¹⁾

Common Stock

2,782,075 ⁽¹⁾

$ 1,256.81 ⁽²⁾

2,620 ⁽²⁾ ⁽³⁾

See footnote ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Roth Johannes Minho C/O PLUG POWER INC. 968 ALBANY SHAKER ROAD LATHAM, NY 12110	X

Signatures

/s/ Gerard L. Conway Jr., Attorney-in-Fact		01/30/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Series C Redeemable Convertible Preferred Stock (the "Series C Preferred Stock") is convertible at any time at the option of the holder into shares of the Issuer's Common Stock at a conversion price per share of $0.2343, subject to certain adjustments. The Series C Preferred Stock has no expiration date.
(2)	On January 26, 2017, FiveT Capital Holding AG, a limited liability company existing under the laws of Switzerland ("FiveT Capital Holding"), and Five More Special Situations Fund Limited, a Cayman Islands company ("FiveMore Fund"), purchased 1,750 shares and 870 shares, respectively, of the Series C Preferred Stock for an aggregate purchase price of $3,292,850, or $1,256.81 per share.
(3)	The reporting person is the Managing Director and Chairman of FiveT Capital Holding and has equity interests in each of FiveT Capital Holding and FiveMore Fund. A wholly-owned subsidiary of FiveT Capital Holding provides investment advisory services to FiveMore Fund. The reporting person disclaims beneficial ownership of the shares of Series C Preferred Stock directly held by FiveT Capital Holding and FiveMore Fund, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of any ofsuch shares.

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