SEC FORM 4

SEC Form 4

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^*

Assari Farhad

(Last)

(First)

(Middle)

30 SHELTER ROCK ROAD

(Street)

DANBURY

06810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELECTRO ENERGY INC [ EEEI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2004

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)

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)
Series A Convertible Preferred Stock	$0	10/19/2004		P		50		10/19/2004	⁽¹⁾	Common Stock	20,000	⁽²⁾	150	I	See footnote ⁽³⁾
Warrant	$2.5	10/19/2004		P		50		10/19/2004	07/16/2007	Common Stock	10,000	⁽⁴⁾	150	I	See footnote ⁽⁵⁾
Series A Convertible Preferred Stock	$0	10/26/2004		P		25		10/26/2004	⁽¹⁾	Common Stock	10,000	⁽⁶⁾	175	I	See footnote ⁽³⁾
Warrant	$2.5	10/26/2004		P		25		10/26/2004	07/16/2007	Common Stock	5,000	⁽⁷⁾	175	I	See footnote ⁽⁵⁾
Series A Convertible Preferred Stock	$0	10/26/2004		P		50		10/26/2004	⁽¹⁾	Common Stock	20,000	⁽⁸⁾	225	I	See footnote ⁽³⁾
Warrant	$2.5	10/26/2004		P		50		10/26/2004	07/16/2007	Common Stock	10,000	⁽⁹⁾	225	I	See footnote ⁽⁵⁾
Series A Convertible Preferred Stock	$0	11/01/2004		S			55	11/01/2004	⁽¹⁾	Common Stock	22,000	⁽¹⁰⁾	170	I	See footnote ⁽¹¹⁾
Warrant	$2.5	11/01/2004		S			55	11/01/2004	07/16/2007	Common Stock	11,000	⁽¹²⁾	170	I	See footnote ⁽¹³⁾
Series A Convertible Preferred Stock	$0	11/01/2004		P		55		11/01/2004	⁽¹⁾	Common Stock	22,000	⁽¹⁴⁾	225	I	See footnote ⁽³⁾
Warrant	$2.5	11/01/2004		P		55		11/01/2004	07/16/2007	Common Stock	11,000	⁽¹⁵⁾	225	I	See footnote ⁽⁵⁾
Series A Convertible Preferred Stock	$0	11/01/2004		P		25		11/01/2004	⁽¹⁾	Common Stock	10,000	⁽¹⁶⁾	250	I	See footnote ⁽³⁾
Warrant	$2.5	11/01/2004		P		25		11/01/2004	07/16/2007	Common Stock	5,000	⁽¹⁷⁾	250	I	See footnote ⁽⁵⁾
Series A Convertible Preferred Stock	$0	11/01/2004		P		25		11/01/2004	⁽¹⁾	Common Stock	10,000	⁽¹⁸⁾	275	I	See footnote ⁽³⁾
Warrant	$2.5	11/01/2004		P		25		11/01/2004	07/16/2007	Common Stock	5,000	⁽¹⁹⁾	275	I	See footnote ⁽⁵⁾

Explanation of Responses:

1. None.

2. Aggregate purchase price is $100,000. Purchase price includes attached Warrants acquired on 10/19/2004. Purchase price payable on March 15, 2005.

3. Shares held by Merkantil 7, Inc., an affiliate of the reporting person.

4. Aggregate purchase price is $100,000. Purchase price includes Series A Convertible Preferred Stock acquired on 10/19/2004. Purchase price payable on March 15, 2005.

5. Warrant held by Merkantil 7, Inc., an affiliate of the reporting person.

6. Aggregate purchase price is $50,000. Purchase price includes 25 attached Warrants acquired on 10/26/2004.

7. Aggregate purchase price is $50,000. Purchase price includes 25 shares of Series A Convertible Preferred Stock acquired on 10/26/2004.

8. Aggregate purchase price is $100,000. Purchase price includes 50 attached Warrants acquired on 10/26/2004.

9. Aggregate purchase price is $100,000. Purchase price includes 50 shares of Series A Convertible Preferred Stock acquired on 10/26/2004.

10. Aggregate sale price is $110,000. Sale price includes attached Warrants disposed of on 11/01/2004.

11. Shares were held by Investrust, LLC, an affiliate of the reporting person.

12. Aggregate sale price is $110,000. Sale price includes Series A Convertible Preferred Stock disposed of on 11/01/2004.

13. Warrant was held by Investrust, LLC, an affiliate of the reporting person.

14. Aggregate purchase price is $110,000. Purchase price includes 55 attached Warrants acquired on 11/01/2004.

15. Aggregate purchase price is $110,000. Purchase price includes 55 shares of Series A Convertible Preferred Stock acquired on 11/01/2004.

16. Aggregate purchase price is $50,000. Purchase price includes 25 attached Warrants acquired on 11/01/2004.

17. Aggregate purchase price is $50,000. Purchase price includes 25 shares of Series A Convertible Preferred Stock acquired on 11/01/2004.

18. Aggregate purchase price is $50,000. Purchase price includes 25 attached Warrants acquired on 11/01/2004.

19. Aggregate purchase price is $50,000. Purchase price includes 25 shares of Series A Convertible Preferred Stock acquired on 11/01/2004.

	/s/Farhad Assari	12/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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