0001649561-15-000007.txt : 20150828 0001649561-15-000007.hdr.sgml : 20150828 20150828113817 ACCESSION NUMBER: 0001649561-15-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150826 FILED AS OF DATE: 20150828 DATE AS OF CHANGE: 20150828 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PLUG POWER INC CENTRAL INDEX KEY: 0001093691 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 223672377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 968 ALBANY-SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 BUSINESS PHONE: 5187827700 MAIL ADDRESS: STREET 1: 968 ALBANY-SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXANE SA CENTRAL INDEX KEY: 0001649561 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34392 FILM NUMBER: 151080811 BUSINESS ADDRESS: STREET 1: 2 RUE CLEMENCIERE CITY: SASSENAGE STATE: I0 ZIP: 38360 BUSINESS PHONE: 0033(0)476436030 MAIL ADDRESS: STREET 1: 2 RUE CLEMENCIERE CITY: SASSENAGE STATE: I0 ZIP: 38360 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-08-26 0001093691 PLUG POWER INC PLUG 0001649561 AXANE SA 2 RUE DE CLEMENCIERE SASSENAGE I0 38360 FRANCE 1 0 0 0 Common Stock, par value $0.01 per share 2015-08-26 4 A 0 1613289 1.85 A 6394539 D The shares were issued by the Issuer to Axane SA as a true up adjustment pursuant to a Share Purchase Agreement dated 24 July 2015 among Axane, SA, Plug Power, Inc. and Hypulsion U.S. Holding, Inc. (the "Hypulsion SPA"). The amount of the true up adjustement was $2,984,584.41, and the nuber of shares issued to Axane SA was determined by dividing such amount by $1.85, which was the closing price of the common stock on August 25, 2015. Includes 4,781,250 shares issued by the Issuer to Axane SA on July 31, 2015 as the consideration paid by the Issuer to Axane SA pursuant to the Hypulsion SPA, and included in the Reporting Person's Initial Statement of Beneficial Ownership of Securities on Form 3 filed on August 4, 2015. The total consideration was $11,475,000, and the number of shares issued to Axane SA was determined by dividing such consideration by $2.40, the closing price of the common stock on July 30, 2015. Xavier Pontone serves on the board of directors of Plug Power Inc. as the representative of Air Liquide Investissements d'Avenir et de Demonstration ("ALIAD"). Axane SA and ALIAD are wholly-owned subsidiaries of the same parent and are thus affiliates under common control. Neither ALIAD nor Axane SA, nor any affiliate of such companies (including their common parent), individually or in the aggregate, now beneficially owns, or has ever beneficially owned, over 10% of Plug Power, Inc.'s common stock. Axane SA 2015-08-28