Statement of Changes in Beneficial Ownership (4)
November 09 2021 - 05:04PM
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * MIDDLETON
PAUL B |
2. Issuer Name and Ticker or Trading
Symbol PLUG POWER INC [ PLUG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
CFO & Senior 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)
|
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 |
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 |
Performance Stock Option (Right to
Buy) (1) |
$26.92 |
9/22/2021 |
|
A |
|
2000000 |
|
(2)(3) |
9/22/2028 |
Common Stock |
2000000 |
$0 |
2000000 |
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 performancebased 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
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
MIDDLETON PAUL B
C/O PLUG POWER INC.
968 ALBANY SHAKER ROAD
LATHAM, NY 12110 |
|
|
CFO & Senior VP |
|
Signatures
|
/s/ Gerard L. Conway, Jr.,
Attorney-in-Fact |
|
11/9/2021 |
**Signature
of Reporting Person |
Date |
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