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 * Shrestha Sanjay K 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)
CSO & GM, Energy Solutions
(Last)          (First)          (Middle)
C/O PLUG POWER INC., 968 ALBANY SHAKER ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)
5/9/2022
(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
Common Stock  5/9/2022    F(1)(2)    20000  D $19.41 (3) 243146 (4) D   
Common Stock  9/28/2022    F(1)    45113  D $21.85 (5) 198033  D   
Common Stock                 6485  I  401(k) Plan (6)

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)  Tendered to Issuer to satisfy tax withholding obligations of the Reporting Person incurred in connection with the vesting of the Reporting Person's restricted stock award.
(2)  The initial grant of the restricted stock award was reported on a Form 4 filed on August 21, 2019, but was inadvertently disclosed as a restricted stock unit award instead of a restricted stock award.
(3)  Pursuant to the Plug Power Inc. Third Amended and Restated 2011 Stock Option and Incentive Plan, each share was tendered to Issuer at the price per share on the closing date of May 6, 2022, which is the date prior to the date withholding was effected.
(4)  The total Amount of Securities Beneficially Owned in Table I, Column 5 reflects the addition of 50,000 shares of the restricted stock award that was previously inadvertently reported on Table II as part of a grant of 150,000 restricted stock units on the Form 4 filed on May 13, 2019.
(5)  Pursuant to the Plug Power Inc. Third Amended and Restated 2011 Stock Option and Incentive Plan, each share was tendered to Issuer at the price per share on the closing date of September 27, 2022, which is the date prior to the date withholding was effected.
(6)  The Reporting Person holds 6,485 shares of common stock in Plug Power Inc.'s 401(k) plan. The information in this report is based on a plan statement as of November 14, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Shrestha Sanjay K
C/O PLUG POWER INC.
968 ALBANY SHAKER ROAD
LATHAM, NY 12110


CSO & GM, Energy Solutions

Signatures
/s/ Gerard L. Conway, Jr., Attorney-in-Fact 12/2/2022
**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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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