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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

AXANE SA
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)

2 RUE DE CLEMENCIERE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/26/2015
(Street)

SASSENAGE, I0 38360
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock, par value $0.01 per share   8/26/2015     A    1613289   (1) A $1.85   (1) 6394539   (2) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  The 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.
( 2)  Includes 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AXANE SA
2 RUE DE CLEMENCIERE
SASSENAGE, I0 38360
X



Signatures
Axane SA 8/28/2015
** 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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