SEC Info - Few Jason - ‘4’ for 8/26/22 re: Fuelcell Energy Inc.

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).

1. Name and Address of Reporting Person^*

Few Jason

(Last)

(First)

(Middle)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
8/26/22

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	8/26/22		M		500,000	A	$0 ⁽¹⁾	556,949	D
Common Stock	8/26/22		F		231,700 ⁽²⁾	D	$4.2	325,249	D
Common Stock	8/26/22		M		278,788	A	$0 ⁽³⁾	604,037	D
Common Stock	8/26/22		F		129,191 ⁽⁴⁾	D	$4.2	474,846	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	$0 ⁽¹⁾	8/26/22		M			500,000	⁽⁵⁾	⁽⁵⁾	Common Stock	500,000	$0	0	D
Performance Share Units	$0 ⁽³⁾	8/26/22		M			278,788	⁽⁶⁾	⁽⁶⁾	Common Stock	278,788	$0	221,212	D
Performance Share Units	$0 ⁽³⁾	8/26/22		D			221,212	⁽⁶⁾	⁽⁶⁾	Common Stock	221,212	$0	0	D

Explanation of Responses:

(1) Restricted stock units were converted into shares of common stock on a one-for-one basis.

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

(3) Performance share units were converted into shares of common stock on a one-for-one basis.

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

(5) Pursuant to an employment agreement made and entered into effective as of August 26, 2019, on June 3, 2020, the reporting person was granted restricted stock units, which vested 100% on August 26, 2022.

(6) Pursuant to an employment agreement made and entered into effective as of August 26, 2019, on June 3, 2020, the reporting person was granted performance share units. Earned performance share units vested on August 26, 2022 and the number earned (278,788) was based on the weighted-average price of the Company's common stock during the thirty (30) day calendar period ending on the vesting date compared to pre-established price goals as outlined in the employment agreement.

	/s/ Michael S. Bishop, as Power of Attorney	8/30/22
	** 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 Number.

____________ Transaction Codes:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

Few Jason – ‘4’ for 8/26/22 re: Fuelcell Energy Inc.

On: Tuesday, 8/30/22, at 5:01pm ET · For: 8/26/22 · As: Director and Officer · Accession #: 1567619-22-16840 · File #: 1-14204

Previous ‘4’: ‘4’ on 8/26/22 for 8/24/22 · Next: ‘4’ on 11/29/22 for 11/25/22 · Latest: ‘4’ on 12/13/23 for 12/11/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Few Jason – ‘4’ for 8/26/22 re: Fuelcell Energy Inc.

On: Tuesday, 8/30/22, at 5:01pm ET · For: 8/26/22 · As: Director and Officer · Accession #: 1567619-22-16840 · File #: 1-14204

Previous ‘4’: ‘4’ on 8/26/22 for 8/24/22 · Next: ‘4’ on 11/29/22 for 11/25/22 · Latest: ‘4’ on 12/13/23 for 12/11/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents