Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Leo Anthony

(Last)

(First)

(Middle)

C/O FUELCELL ENERGY, INC.

3 GREAT PASTURE ROAD

(Street)

DANBURY

06810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FUELCELL ENERGY INC [ FCEL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2023

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/24/2023		M		2,746	A	$0⁽¹⁾	28,710	D
Common Stock	08/24/2023		F⁽²⁾		861	D	$1.33	27,849	D
Common Stock	08/24/2023		M		32,952⁽³⁾	A	$0⁽³⁾	60,801	D
Common Stock	08/24/2023		F⁽⁴⁾		10,328	D	$1.33	50,473	D
Common Stock	08/24/2023		M		18,601⁽⁵⁾	A	$0⁽⁵⁾	69,074	D
Common Stock	08/24/2023		F⁽⁴⁾		5,830	D	$1.33	63,244	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Restricted Stock Unit	⁽¹⁾	08/24/2023		M			2,746	⁽⁶⁾	⁽⁶⁾	Common Stock	2,746	$0	0	D
Employee Performance Share Unit	⁽³⁾	08/24/2023		M			32,952	⁽⁷⁾	⁽⁷⁾	Common Stock	32,952	⁽³⁾	0	D
Employee Performance Share Unit	⁽⁵⁾	08/24/2023		M			18,601	⁽⁸⁾	⁽⁸⁾	Common Stock	18,601	⁽⁵⁾	0	D

Explanation of Responses:

1. Restricted stock units were converted into common stock on a one for-one basis.

2. Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.

3. Each performance share unit represents the right to receive a single share of common stock, and the number of performance shares that could be earned could range up to two times the reported target number of performance share units (which was 16,476).

4. Represents shares withheld to satisfy tax obligations upon the vesting of performance share units.

5. Each performance share unit represents the right to receive a single share of common stock, and the number of performance shares that could be earned could range up to two times the reported target number of performance share units (which was 16,476).

6. On August 24, 2020, the reporting person was granted restricted stock units, which vest 1/3 on each of the first, second and third anniversaries of the date of grant, subject to continued employment.

7. On August 24, 2020, the reporting person was granted performance shares which were based on performance over the three-year performance period ending October 31, 2022, subject to continued employment until the third anniversary of the grant date (August 24, 2023). The performance goal was an increase in the Company's stock price during the performance period. The maximum number of performance shares that could be earned based on performance was two times the target number previously reported (16,476). The Compensation Committee certified achievement at 200% of the target number, resulting in the award of 32,952 shares.

8. On August 24, 2020, the reporting person was granted performance shares which were based on performance over the three-year performance period ended October 31, 2022, subject to continued employment until the third anniversary of the grant date (August 24, 2023). The performance goal was the TSR of the Company relative to the TSR of the Russell 2000 Index during the performance period. While the maximum number of performance shares that could have been earned based on performance was two times the target number previously reported (16,476), the Compensation Committee certified achievement at 112.9% of the target number, resulting in the award of 18,601 shares.

	/s/ Michael S. Bishop, As Power of Attorney	08/28/2023
	** 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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