Amended Statement of Ownership (sc 13g/a)
February 22 2021 - 04:32PM
Edgar (US Regulatory)
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UNITED
STATES |
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SECURITIES AND
EXCHANGE COMMISSION |
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Washington, D.C.
20549 |
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SCHEDULE 13G/A
Under the Securities Exchange Act
of 1934
(Amendment No. 2)*
FUELCELL ENERGY,
INC.
(Name of Issuer)
Common
Stock, $0.0001 par value per share
(Title of Class of
Securities)
35952H502
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is
filed:
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o |
Rule
13d-1(b) |
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x |
Rule
13d-1(c) |
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o |
Rule
13d-1(d) |
*The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this
form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Explanatory Note
This amendment is being filed by the
reporting person on a voluntary basis to update the reporting
person’s beneficial ownership as of June 13, 2020.
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CUSIP
No. 35952H502 |
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1. |
Names of
Reporting Persons
Lawrence I. Rosen |
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2. |
Check the
Appropriate Box if a Member of a Group (See
Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use
Only |
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4. |
Citizenship
or Place of Organization
United States |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
5. |
Sole Voting
Power
13,009,490 |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power
13,009,490 |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person
13,009,490 |
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10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of
Class Represented by Amount in Row (9)
4.04%1 |
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12. |
Type of
Reporting Person (See Instructions)
IN - Individual |
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1
Based upon 322,412,341 shares of the
Issuer’s Common Stock outstanding as of January 15, 2021, as
reported in the Issuer’s Form 10-K filed with the Securities and
Exchange Commission on January 21, 2021.
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Item
1. |
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(a) |
Name of
Issuer
FUELCELL
ENERGY, INC. |
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(b) |
Address of Issuer’s Principal
Executive Offices
3 Great Pasture Road
Danbury, Connecticut
06810.
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Item
2. |
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(a) |
Name of
Person Filing
Lawrence
I. Rosen (“Mr. Rosen”) |
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(b) |
Address of
Principal Business Office or, if none, Residence
The principal business address of Mr. Rosen is 1578 Sussex Turnpike
(Bldg. 5), Randolph, NJ 07869.
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(c) |
Citizenship
United
States |
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(d) |
Title and
Class of Securities
Common
Stock, $0.0001 par value per share |
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(e) |
CUSIP
Number
35952H502 |
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Item
3. |
If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a: |
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(a) |
o |
Broker or
dealer registered under section 15 of the Act (15 U.S.C.
78o); |
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(b) |
o |
Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c); |
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(d) |
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Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8); |
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(e) |
o |
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent
holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings
association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church
plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3); |
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(j) |
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A non-U.S.
institution in accordance with §
240.13d–1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with §
240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with
§ 240.13d–1(b)(1)(ii)(J), please
specify the type of
institution:____________________________
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Item
4. |
Ownership |
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Provide the
following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item
1. |
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(a) |
Amount beneficially owned:
13,009,490 shares
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(b) |
Percent of class:
4.04%
Based upon 322,412,341 shares of the
Issuer’s Common Stock outstanding as of January 15, 2021, as
reported in the Issuer’s Form 10-K filed with the Securities and
Exchange Commission on January 21, 2021.
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(c) |
Number of shares as to which the
person has:
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(i) |
Sole power to vote or to direct the
vote
13,009,490
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(ii) |
Shared power to vote or to direct the
vote
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(iii) |
Sole power to dispose or to direct
the disposition of
13,009,490
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(iv) |
Shared power to dispose or to direct
the disposition of
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Item
5. |
Ownership
of Five Percent or Less of a Class |
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If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following x. |
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Item
6. |
Ownership
of More than Five Percent on Behalf of Another
Person |
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Not
applicable.
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Item
7. |
Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control
Person |
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Not
applicable.
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Item
8. |
Identification and
Classification of Members of the Group |
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Not
applicable.
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Item
9. |
Notice of
Dissolution of Group |
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Not
applicable.
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Item
10. |
Certification |
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By signing
below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect, other than activities
solely in connection with a nomination under §
240.14a-11. |
Signature
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
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February 22,
2021 |
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Date |
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/s/ Lawrence I.
Rosen |
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Signature |
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Lawrence I.
Rosen |
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Name |
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ATTENTION |
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Intentional
misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001). |
