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 *

HATSOPOULOS JOHN
2. Issuer Name and Ticker or Trading Symbol

TECOGEN INC. [ TGEN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

45 FIRST AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

6/3/2016
(Street)

WALTHAM, MA 02451
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

12/14/2016 
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                  3252395   (1) (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)  This is an amendment to Mr. Hatsopoulos Form 4 filed on 12/14/16. Mr. Hatsopoulos did not dispose of 2,135,210 share. Instead the company he controlled, J&P Enterprises, dissolved, and the shares held by the company were distributed to certain trusts held by Mr. Hatsopoulos, as broken out in footnote #2.
( 2)  Mr. Hatsopoulos' beneficial ownership is broken out as followed: (1) 155,351 shares held directly by Mr. Hatsopoulos; (2) 28,225 shares held directly by Patricia Hatsopoulos, Mr. Hatsopoulos' wife; (3) 1,039,480 shares held by the Nia M. Hatsopoulos Jephson 2011 Irrevocable Trust, where Mr. Hatsopoulos is the trustee;(4) 1,039,480 shares held by the Alexander J. Hatsopoulos 2011 Irrevocable Trust, where Mrs. Hatsopoulos is the trustee; and (5) 989,859 shares held by the John N. Hatsopoulos Family Trust 2007, where Mrs. Hatsopoulos and George Hatsopoulos are trustees.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HATSOPOULOS JOHN
45 FIRST AVENUE
WALTHAM, MA 02451
X X Chief Executive Officer

Signatures
/s/ David Garrison, attorney in fact 12/20/2016
** 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).
Note: 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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