|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
| Estimated average burden hours per response... | 0.5 |
|
|
(Print or Type Responses)
|
|
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)
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
|
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
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 Underlying Securities
(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) |
$7.87 | 5/18/23 |
| A |
| 750,000 |
|
(2) (3) (4) | 5/18/30 | Common Stock | 750,000 |
$
0
| 750,000 | D |
|
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 |
|
|
GM, EnergySolutions, CSO & EVP |
|
Signatures
| /s/ Gerard L. Conway, Jr., Attorney-in-Fact | |
5/31/23 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | Awarded pursuant to Plug Power Inc.'s 2021 Stock Option and Incentive Plan, as amended. |
| (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 ("VWAP") 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 equals or exceeds certain levels. |
| (3) | One-third (1/3) 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 during any 30 consecutive trading day period equals $9.84; an additional one-third (1/3) 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 during any 30 consecutive trading day period equals $11.81; and the remaining one-third (1/3) 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 during any 30 consecutive trading day period equals or exceeds $13.77. |
| (4) | There will be no interpolation for the performance stock option if the VWAP falls between any two stock price hurdles. 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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to 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 Code: |
| A | Grant, award or other acquisition pursuant to Rule 16b-3(d). |
|
