Filed Pursuant to Rule 424(b)(3)
Registration No. 333-136673
Prospectus Supplement to Prospectus dated September 27,
2006
Satcon Technology Corporation
23,091,982 Shares of Common Stock
This
prospectus supplement updates the prospectus dated September 27, 2006 relating to the offer for sale of up to an
aggregate of 23,091,982 shares
of common stock of Satcon Technology Corporation by the selling stockholders
identified in the prospectus and this prospectus supplement, and any of their
pledgees, donees, transferees or other successors in interest.
We
are providing this prospectus supplement to update the table in the prospectus
under the caption Selling Stockholders to reflect a transfer of a warrant to
purchase 218,182 shares of common stock from Warrant Strategies Fund, LLC to
JMM Trading LP (nominee: RBC Dominion Securities Inc ITF JMM Trading LP). The amounts set forth below are based upon
information provided to us by the selling stockholder (or their representatives),
or on our records, and are accurate to the best of our knowledge. Unless we indicate otherwise, the information
in this prospectus supplement is as of April 26, 2010.
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Number of Shares
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of Common Stock
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Number of Shares of Common
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Beneficially
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Number of Shares
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Stock to be Beneficially Owned
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Owned as of
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of Common Stock
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After Offering (2)
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Name of Selling Stockholder
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05/29/08 (1)
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Being Offered
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Number
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Percentage (3)
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Warrant Strategies Fund, LLC
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N/A
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0
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N/A
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N/A
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JMM Trading LP (nominee: RBC Dominion Securities
Inc ITF JMM Trading LP) (4)
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218,182
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218,182
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(5)
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0
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*
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*
Less than 1%.
(1)
Includes shares
issuable upon exercise of warrants that are exercisable within 60 days of April 26,
2010.
(2)
We do not know when or in
what amounts a selling stockholder may offer shares for sale. The selling
stockholders may not sell any or all of the shares offered by the prospectus or
this prospectus supplement. Because the selling stockholders may offer all or
some of the shares pursuant to this offering, and because there are currently
no agreements, arrangements or understandings with respect to the sale of any
of the shares, we cannot estimate the number of the shares that will be held by
the selling stockholders after completion of the offering. However, for
purposes of this table, we have assumed that, after completion of the offering,
none of the shares covered by the prospectus or this prospectus supplement will
be held by the selling stockholders.
(3)
For each selling
stockholder, this number represents the percentage of common stock to be owned
by such selling stockholder after completion of the offering, based on the
number of shares of common stock outstanding as of April 26, 2010
(71,271,385 shares) and assuming (i) exercise of any warrants that are
exercisable within 60 days of April 26, 2010 owned by such selling
stockholder and (ii) none of the warrants held by other persons have been
exercised.
(4)
Glenn Hunt and Richard
Hennig have voting and investment power over securities held by JMM Trading LP.
(5)
Represents shares of common
stock issuable upon exercise of placement agent warrants issued in connection
with our private placement of $12.0 million aggregate principal amount of
senior secured convertible notes in July 2006. These warrants have an
exercise price of $1.87 per share and may be exercised at any time through July 19,
2011.
This
prospectus supplement is not complete without the prospectus dated September 27,
2006, and we have not authorized anyone to deliver or use this prospectus
supplement without the prospectus.
The date of this prospectus supplement is May 3, 2010.