Statement of Changes in Beneficial Ownership (4)
November 09 2021 - 5:01PM
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).
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Conway Gerard L JR |
2. Issuer Name and Ticker or Trading Symbol
PLUG POWER INC
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PLUG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Gen. Coun, Corp Sec., Sr. VP |
(Last)
(First)
(Middle)
C/O PLUG POWER INC., 968 ALBANY SHAKER ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/22/2021 |
(Street)
LATHAM, NY 12110
(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)
_X
_ Form filed by One Reporting Person
___ 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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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) | 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 |
Performance Stock Option (Right to Buy) (1) | $26.92 | 9/22/2021 | | A | | 1800000 | | (2)(3) | 9/22/2028 | Common Stock | 1800000 | $0 | 1800000 | D | |
Explanation of Responses: |
(1) | Awarded pursuant to Plug Power's 2021 Stock Option and Incentive Plan. |
(2) | Up to one-third (1/3) of the shares underlying the performance stock options will vest and become exercisable on each of the first three anniversaries of the grant date, provided that the daily volume weighted average price of the Company's common stock during any 30 consecutive trading day period in the three year performance period following the grant date of the stock options ("VWAP") equals or exceeds certain levels. 25% of the shares underlying the performance stock options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals $35; an additional 25% of the shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals $50; and the remaining 50% of the shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals or exceeds $100. |
(3) | If the VWAP falls between two of the stock price hurdles, an incremental number of shares underlying the options will become exercisable based on linear interpolation in $1 increments. Failure to achieve any of the stock price hurdles applicable to a performance stock option during the three-year performance period will result in applicable options being un-exercisable. The performance-based stock options have a maximum term of seven years from the grant date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Conway Gerard L JR C/O PLUG POWER INC. 968 ALBANY SHAKER ROAD LATHAM, NY 12110 |
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| Gen. Coun, Corp Sec., Sr. VP |
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Signatures
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/s/ Gerard L. Conway, Jr. | | 11/9/2021 |
**Signature of Reporting Person | Date |
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