SEC Info - Daimler AG - ‘SC 13D/A’ on 2/1/08 re: Ballard Power Systems, Inc.

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Daimler AG – ‘SC 13D/A’ on 2/1/08 re: Ballard Power Systems, Inc.

On: Friday, 2/1/08, at 5:23pm ET · Accession #: 950142-8-243 · File #: 5-53905

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/01/08  Daimler AG                        SC 13D/A               2:13K  Ballard Power Systems, Inc.       Paul Weiss Ri… LLP 01/FA

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 5                                        6     21K 
 2: EX-99       Exhibit 1                                              2±     8K

SC 13D/A — Amendment No. 5
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Common Shares Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Common Shares
3	Item 2 -. Identity and Background
"	Item 3 -. Source and Amount of Funds or Other Consideration
"	Item 4 - Purpose of Transaction
"	Item 5 -. Interest in Securities of the Issuer
4	Item 6 -. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7 -. Material to Be Filed as Exhibits

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================================================================================

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934 
(Amendment No. 5 )* 

BALLARD POWER SYSTEMS INC.
--------------------------------------------------- 
(Name of Issuer)

Common Shares 
--------------------------------------------------- 
(Title of Class of Securities)

05858H 10 4 
--------------------------------------------------- 
(CUSIP Number)

Rainer Beckmann 
Daimler AG
Mercedesstrasse 137 
70327 Stuttgart 
Germany 
Tel: 011-49-711-17-58999
--------------------------------------------------- 
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications) 

January 31, 2008
--------------------------------------------------- 
(Date of Event which Requires Filing of 
this Statement) 

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following    
box [_].                                                                        

       NOTE: Schedules filed in paper format shall include a signed original
   and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.        

       *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 disclosures provided in a prior cover page. 

The information required on 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).                                                                     

================================================================================

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                                                             Page 2 of 6 Pages

CUSIP NO.  058584 10 4                                                          

--------------------------------------------------------------------------------
1       Name of Reporting Person                                                

Daimler AG                                                      
--------------------------------------------------------------------------------
2       Check the Appropriate box if a member of a group                (a) [_] 
                                                                       (b) [_]
--------------------------------------------------------------------------------
3       SEC use only                                                            

--------------------------------------------------------------------------------
4       Source of funds (See Instructions)                                      

Not applicable                                                  
--------------------------------------------------------------------------------
5       Check box if disclosure of legal proceedings is required pursuant       
to items 2(d) or 2(e)                                           
                                                                           [_]
--------------------------------------------------------------------------------
6       Citizenship or place of organization                                    

Federal Republic of Germany                                     
--------------------------------------------------------------------------------
    7    Sole voting power

0       
           NUMBER OF       ---------------------------------------------------
SHARES           8    Shared voting power           
BENEFICIALLY                                                
OWNED                 0                             
            BY EACH        ---------------------------------------------------
REPORTING          9    Sole dispositive power          
PERSON                                              
WITH                 0                            
                           ---------------------------------------------------
           10   Shared dispositive power

0       
--------------------------------------------------------------------------------
11      Aggregate amount beneficially owned by each reporting person            

0                                                               
--------------------------------------------------------------------------------
12      Check box if the aggregate amount in row (11) excludes certain          
shares (See Instructions)                                       
                                                                           [_]
--------------------------------------------------------------------------------
13      Percent of class represented by amount in row (11)                      

0%                                                              
--------------------------------------------------------------------------------
14      Type of reporting person (See Instructions)                             

CO                                                              
--------------------------------------------------------------------------------

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                                                            Page  3 of 6 Pages

This Amendment No. 5 amends the Statement on Schedule 13D filed on December 10, 
2001 ("Schedule 13D") by Daimler AG (formerly known as DaimlerChrysler  AG) and 
DaimlerChrysler North America Holding Corporation,  as amended by Amendment No. 
1 to the Schedule 13D filed on January 19, 2005 ("Amendment No. 1"),  Amendment 
No. 2 to the  Schedule  13D filed on  February  3, 2005  ("Amendment  No.  2"), 
Amendment No. 3 to the Schedule 13D filed on September 15. 2005 ("Amendment No. 
3") and  Amendment  No.  4 to the  Schedule  13D  filed  on  November  9,  2007 
("Amendment No. 4"), with respect to the Common Shares (the "Common Shares") of 
Ballard Power Systems Inc., a Canadian corporation ("Ballard").                 

ITEM 2 - IDENTITY AND BACKGROUND                                                

No change                                                                       

ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

Not  applicable.  This Amendment No. 5 is filed in connection  with the sale by 
Daimler  AG of all of its  Common  Shares to  Ballard  upon the  closing of the 
transactions  contemplated by the  Restructuring  Agreement (as defined below). 
See "Item 4 - Purpose of Transaction" below.                                    

ITEM 4 - PURPOSE OF TRANSACTION                                                 

Item 4 of the Schedule  13D, as amended by Amendment  No. 1,  Amendment  No. 2, 
Amendment No. 3 and Amendment No. 4, is hereby amended and restated by deleting 
it in its entirety and substituting the following:                              

"Daimler AG  initially  acquired  Common  Shares in order to  participate  in a 
global  alliance  (the "Global  Alliance")  with Ballard and Ford Motor Company 
("Ford")  for the  development,  marketing  and sale of fuel cell  engines  and 
related  technology.  Additional  Common  Shares  were  acquired  directly  and 
indirectly  by  Daimler  AG, as more  particularly  described  under  Item 3 of 
Amendment No. 1.                                                                

As reported in Amendment No. 4, on November 7, 2007,  Daimler AG entered into a 
Restructuring  Agreement  (as  amended,  the  "Restructuring  Agreement")  with 
Ballard and Ford pursuant to which Ballard agreed to transfer to Daimler AG and 
Ford certain  joint  intellectual  property  rights  related to the  automotive 
business  and  cash.  Ballard  agreed to  incorporate  a new  British  Columbia 
corporation to which it agreed to transfer certain assets and  liabilities,  as 
well as personnel related to Ballard's  automotive  business.  This new company 
was to be owned as to 50.1% by Daimler AG, 30.0% by Ford and 19.9% by Ballard.  

On  January  31,  2007,  the  transactions  contemplated  by the  Restructuring 
Agreement closed. As of such date, Daimler AG sold to Ballard all of its Common 
Shares and its Class A Shares of DBF Pref Share Holdings, Inc., a company which 
holds the Class A share and Class B share of Ballard. Daimler AG no longer owns 
any Common Shares.  In addition,  because  Daimler AG no longer owns any Common 
Shares,  Daimler  AG's  rights  under the Global  Alliance  to appoint  certain 
members of the Board of Directors of Ballard has ceased.                        

FUTURE PLANS                                                                    

At the present time Daimler AG does not have any additional  plans or proposals 
that relate to or would result in actions or circumstances enumerated in Item 4 
of Schedule 13D."                                                               

ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER                                   

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                                                            Page  4 of 6 Pages

Item 5 of the Schedule  13D, as amended by Amendment  No. 1,  Amendment  No. 2, 
Amendment No. 3 and Amendment No. 4, is hereby amended and restated by deleting 
it in its entirety and substituting the following:                              

(a) - (b)                                                                       

Daimler AG does not own any Common  Shares and, to the knowledge of Daimler AG, 
no executive officer or director of Daimler AG owns any Common Shares.          

(c)                                                                             

To the best of the  knowledge  of  Daimler  AG,  none of the  persons  named in 
response to paragraph  (a) has effected any  transactions  in the Common Shares 
during the past 60 days.                                                        

(d) - (e)                                                                       

As of January 31,  2008,  Daimler AG ceased to be the  beneficial  owner of any 
Common Shares.                                                                  

ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER                                   

No change                                                                       

ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS                                       

The following exhibits are filed in connection with this Amendment No. 5 to the 
Schedule 13D:                                                                   

Exhibit 1.   Members of Supervisory Board and Board of Management of Daimler AG.

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                                                            Page  5 of 6 Pages

SIGNATURE 

After reasonable inquiry and to my best knowledge and belief, I certify that    
the information set forth in this statement is true, complete and correct.      

Dated as of February 1, 2008.                                                   

DAIMLER  AG                                                                     

By: /s/ Dr. Wolfgang Bauder                                                     
------------------------------                                          
Name:  Dr. Wolfgang Bauder                                              
Title: Senior Counsel                                                   

By: /s/ Dr. Peter Herz                                                          
------------------------------                                          
Name:  Dr. Peter Herz                                                   
Title: Assistant General Counsel                                        

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                                                            Page  6 of 6 Pages

 INDEX TO EXHIBITS

        Exhibit 1.        Members of Supervisory Board and Board of Management
of Daimler AG.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	2/1/08	5		6-K, SC 13D/A
	1/31/08	1	4	6-K
	11/9/07	3		6-K, SC 13D/A
	11/7/07	3
	1/31/07	3
	2/3/05	3		SC 13D/A
	1/19/05	3		424B3, SC 13D/A
	12/10/01	3
				List all Filings

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Filing Submission 0000950142-08-000243 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Daimler AG – ‘SC 13D/A’ on 2/1/08 re: Ballard Power Systems, Inc.

On: Friday, 2/1/08, at 5:23pm ET · Accession #: 950142-8-243 · File #: 5-53905

Previous ‘SC 13D’: ‘SC 13D/A’ on 11/9/07 · Latest ‘SC 13D’: This Filing

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment No. 5Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Amendment No. 5
Document Table of Contents