Satcon Technology Corp - Statement of Changes in Beneficial Ownership (4)
27 December 2007 - 4:41AM
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).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Prend David J
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2. Issuer Name
and
Ticker or Trading Symbol
SATCON TECHNOLOGY CORP
[
SATC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
160 FEDERAL STREET, 18TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/20/2007
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(Street)
BOSTON, MA 02110-1700
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series C Convertible Preferred Stock
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(1)
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12/20/2007
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P
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10000
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(1)
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(1)
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Common Stock
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9615384
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$1000.00
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15000
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I
(2)
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See Footnote
(2)
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Warrant to purchase Common Stock
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$1.25
(3)
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12/20/2007
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P
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4195887
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12/20/2007
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12/20/2014
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Common Stock
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4195887
(3)
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(4)
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4195887
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I
(2)
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See Footnote
(2)
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Warrant to purchase Common Stock
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$1.25
(3)
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11/8/2007
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P
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V
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7631036
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5/8/2008
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11/8/2014
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Common Stock
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7631036
(3)
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(4)
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7631036
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I
(2)
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See Footnote
(2)
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Explanation of Responses:
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(
1)
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Shares of the Series C Convertible Preferred Stock do not expire and are convertible, at any time, into Common stock without payment of further consideration. Conversion into Common Stock is initially set at a ratio of 961.5 shares of Common Stock for each share of Series C Convertible Preferred Stock and is subject to anti-dilution adjustments as set forth in the Issuer's Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock (incorporated in this Form 3 by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by SatCon Technology Corporation ("SatCon") on November 14, 2007).
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(
2)
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The Series C Convertible Preferred Stock and the Warrants to purchase Common Stock are held by RockPort Capital Partners II, L.P. RockPort Capital II, LLC is the general partner of RockPort Capital Partners II, L.P. David J. Prend is a member of RockPort Capital II, LLC. By virtue of this relationship, Mr. Prend may be deemed to beneficially own the shares held by RockPort Capital Partners II, L.P. Mr. Prend disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
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(
3)
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The Warrants to purchase Common Stock feature a cashless exercise provision and are subject to anti-dilution adjustments as set forth in the Form of Tranche 2 Warrant and Additional Warrant and the Form of Tranche 1 Warrant (both incorporated in this Form 3 by reference to Exhibits 10.5 and 10.4 of the Current Report on Form 8-K filed by SatCon on November 14, 2007).
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(
4)
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The Warrants to purchase Common Stock were received in connection with the purchases of Series C Convertible Preferred Stock by RockPort Capital Partners II, L.P. on December 20, 2007 and November 8, 2007, respectively.
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Remarks:
Exhibit 24.1 Power of Attorney (incorporated herein by reference to Exhibit 7 to the Schedule 13D filed by RockPort Capital Partners II, L.P. and other Reporting Persons on December 26, 2007).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Prend David J
160 FEDERAL STREET, 18TH FLOOR
BOSTON, MA 02110-1700
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X
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X
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Signatures
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/s/ Janet B. James, as Attorney-In-Fact for David J. Prend
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12/21/2007
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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