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^*

Natsis Tryfon

(Last)

(First)

(Middle)

36 CHEMIN DU MILIEU, COLLONGE-BELLERIVE

(Street)

GENEVA

1245

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN DG ENERGY INC [ ADGE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
6% Senior Unsecured Debenture Due 2018	$2.11⁽¹⁾	09/30/2016		J⁽²⁾			$4,263,737	09/27/2016	05/25/2018	Common Stock	2,020,728	⁽²⁾	$5,618,681	D⁽³⁾
6% Senior Unsecured Debenture Due 2018	$2.11⁽¹⁾	09/30/2016		J⁽⁴⁾			$2,200,000	09/27/2016	05/25/2018	Common Stock	1,042,653	⁽⁴⁾	$3,418,681	D⁽³⁾

1. Name and Address of Reporting Person^*

Natsis Tryfon

(Last)

(First)

(Middle)

36 CHEMIN DU MILIEU, COLLONGE-BELLERIVE

(Street)

GENEVA

1245

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Pantopoulou Despoina

(Last)

(First)

(Middle)

36 CHEMIN DU MILIEU, COLLONGE-BELLERIVE

(Street)

GENEVA

1245

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The 6% senior unsecured debenture (the "Debenture") may be converted into shares of the Issuer's common stock at a conversion price of $2.20 per share, subject to adjustment in certain circumstances. In addition, the Issuer has the option to redeem the Debenture at 115% of the outstanding principal amount, along with any accrued but unpaid interest.

2. The Reporting Persons exchanged an aggregate amount of $4,263,737 in principal and prepaid interest of the Debenture for an aggregate amount of 9,700,000 shares of common stock of EuroSite Power Inc. held by the Issuer at an exchange rate of $0.40 per share.

3. The Debenture is jointly owned by Tryfon Natsis and his wife, Despoina Pantopoulou, as joint tenants with the right of survivorship.

4. The Reporting Persons received payment in the aggregate amount of $2,200,000 from the Issuer in exchange, in part, for reducing the principal of the Debenture from $5,618,681 to $3,418,681.

	/s/ Tryfon Natsis	10/24/2016
	/s/ Despoina Pantopoulou	10/24/2016
	** 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).
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