FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PLUG POWER INC [ PLUG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 05/20/2004 | A4 | 5,333 | A | (1) | 5,333 | D | ||||||||
Common Stock | 06/01/2005 | A4 | 6,431 | A | (1) | 11,764 | D | ||||||||
Common Stock | 12/22/2005 | G | 1,825,000 | D | (2) | 8,804,463 | I | See Footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Option to Purchase Common Stock | $15 | 10/29/1999 | 4A | 15,000(1) | 10/29/2000 | 10/29/2009 | Common Stock | 15,000 | $0.00 | 245,000 | I | See Footnote(1) | ||
Option to Purchase Common Stock | $15 | 10/29/1999 | 4A | 15,000(4) | 10/29/2000 | 10/29/2009 | Common Stock | 15,000 | $0.00 | 260,000 | I | See Footnote(4) | ||
Option to Purchase Common Stock | $15 | 10/29/1999 | 4A | 10,000(1) | 10/29/2000 | 10/29/2009 | Common Stock | 10,000 | $0.00 | 270,000 | I | See Footnote(1) | ||
Option to Purchase Common Stock | $15 | 10/29/1999 | 4A | 10,000(4) | 10/29/2000 | 10/29/2009 | Common Stock | 10,000 | $0.00 | 280,000 | I | See Footnote(4) | ||
Option to Purchase Common Stock | $56.88 | 01/12/2000 | 4A | 5,000(4) | 01/12/2001 | 01/12/2010 | Common Stock | 5,000 | $0.00 | 285,000 | I | See Footnote(4) | ||
Option to Purchase Common Stock | $44.5 | 05/24/2000 | 4A | 10,000(1) | 05/24/2001 | 05/24/2010 | Common Stock | 10,000 | $0.00 | 295,000 | I | See Footnote(1) | ||
Option to Purchase Common Stock | $44.5 | 05/24/2000 | 4A | 10,000(4) | 05/24/2001 | 05/24/2010 | Common Stock | 10,000 | $0.00 | 305,000 | I | See Footnote(4) | ||
Option to Purchase Common Stock | $24.53 | 05/16/2001 | 4A | 10,000(1) | 05/16/2002 | 05/16/2011 | Common Stock | 10,000 | $0.00 | 315,000 | I | See Footnote(1) | ||
Option to Purchase Common Stock | $24.53 | 05/16/2001 | 4A | 10,000(4) | 05/16/2002 | 05/16/2011 | Common Stock | 10,000 | $0.00 | 325,000 | I | See Footnote(4) | ||
Option to Purchase Common Stock | $24.53 | 05/16/2001 | 4A | 5,000(4) | 05/16/2002 | 05/16/2011 | Common Stock | 5,000 | $0.00 | 330,000 | I | See Footnote(4) | ||
Option to Purchase Common Stock | $10.23 | 05/16/2002 | 4A | 10,000(1) | 05/22/2003 | 05/16/2012 | Common Stock | 10,000 | $0.00 | 340,000 | I | See Footnote(1) | ||
Option to Purchase Common Stock | $5.02 | 05/22/2003 | 4A | 10,000(1) | 05/20/2004 | 05/22/2013 | Common Stock | 10,000 | $0.00 | 350,000 | I | See Footnote(1) | ||
Option to Purchase Common Stock | $7.5 | 05/20/2004 | 4A | 12,000(1) | 05/18/2005 | 05/20/2014 | Common Stock | 12,000 | $0.00 | 362,000 | I | See Footnote(1) | ||
Option to Purchase Common Stock | $6.22 | 06/01/2005 | 4A | 12,000(1) | (5) | 06/01/2015 | Common Stock | 12,000 | $0.00 | 374,000 | I | See Footnote(1) | ||
Option to Purchase Common Stock | $5.76 | 11/07/2005 | 4A | 15,000(6) | 11/07/2005 | 11/07/2015 | Common Stock | 15,000 | $0.00 | 389,000 | I | See Footnote(6) |
Explanation of Responses: |
1. Anthony F. Earley, Jr., a former director of Plug Power, Inc. and President and Chief Executive Officer of DTE Energy, has assigned to DTE Energy pursuant to the terms of his employment, all of his pecuniary interest in the stock options granted to him under Plug Power's 1999 Stock Option and Incentive Plan and the shares issued to him under Plug Power's Non-Employee Director Compensation Plan (including the power to direct the exercise of such options and the sale or transfer of such shares). Upon exercise of the options, Mr. Earley will assign the shares acquired to DTE Energy. |
2. The gift of stock did not involve payment of consideration by the recipient of the gift. |
3. The shares are held by DTE Energy Ventures, Inc., a wholly-owned subsidiary of DTE Energy Company. |
4. Larry G. Garberding, a director of Plug Power, Inc. and the retired Vice President and Chief Financial Officer of DTE Energy, has assigned to DTE Energy pursuant to the terms of his employment, all of his pecuniary interest in the stock options granted to him under Plug Power's 1999 Stock Option and Incentive Plan and the shares issued to him under Plug Power's Non-Employee Director Compensation Plan (including the power to direct the exercise of such options and the sale or transfer of such shares) while serving as an employee of DTE Energy. Upon exercise of the options, Mr. Garberding will assign the shares acquired to DTE Energy. |
5. Consists of an option to acquire common stock granted on June 1, 2005 with respect to 12,000 shares, with an exercise price equal to fair market value on the date of grant. The option fully vests on the date of Plug Power, Inc.'s annual meeting in year 2006. |
6. Robert J. Buckler, Jr., a director of Plug Power Inc. and Group President of DTE Energy, has assigned to DTE Energy pursuant to the terms of his employment, all of his pecuniary interest in the stock options granted to him under Plug Power's 1999 Stock Option and Incentive Plan and the shares issued to him under Plug Power's Non-Employee Director Compensation Plan (including the power to direct the exercise of such options and the sale or transfer of such shares). Upon exercise of the options, Mr. Buckler will assign the shares acquired to DTE Energy. |
Remarks: |
/s/Teresa M. Sebastian Assistant Corporate Secretary | 02/14/2006 | |
** 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. |