6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

July 7, 2015

Commission File Number: 000-53543

Ballard Power Systems Inc.

(Translation of registrant’s name into English)

Canada
(Jurisdiction of incorporation or organization)

9000 Glenlyon Parkway
Burnaby, BC
V5J 5J8
Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  o Form 20-F    x Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  o Yes    x No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Ballard Power Systems Inc.
Date: July 7, 2015	By:	/s/ Tony Guglielmin
	Name:	Tony Guglielmin
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Material Change Report dated July 7, 2015

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EX-99.1

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

1.Name and Address of Company

Ballard Power Systems Inc.
 9000 Glenlyon Parkway
Burnaby, British Columbia
V5J 5J8

2.Date of Material Change

July 7, 2015

3.News Release

The news release was disseminated on July 7, 2015 through Canada Newswire.

4.Summary of Material Change

Ballard Power Systems Inc. (“Ballard”) has closed its previously announced underwritten offering (the “Offering”) of 9,343,750 of its common shares for gross proceeds of approximately U.S. $15 million.

5.1Full Description of Material Change

Ballard closed the Offering of 9,343,750 of its common shares for gross proceeds of approximately U.S. $15 million, which includes the exercise in full by the underwriters of their option to purchase up to an additional 15% of common shares to cover over-allotments. Net proceeds to Ballard from the Offering are expected to be approximately U.S. $13.6 million, after deducting underwriting discounts, commissions and other estimated Offering expenses.

Cowen and Company acted as the sole bookrunner for the Offering. Roth Capital Partners, Lake Street Capital Markets and H.C. Wainwright & Co. acted as co-managers for the Offering.

Ballard expects to use the net proceeds from the Offering for working capital and other general corporate purposes, including the acquisition of, or investment in, companies, technologies, products or assets that complement Ballard’s business.

5.2Disclosure for Restructuring Transactions

Not applicable.

6.Reliance on subsection 7.1(2) of National Instrument 51-102

This report is not being filed on a confidential basis.

7.Omitted Information

Not applicable.

8.Executive Officer

Kerry Hillier, Corporate Secretary
Telephone: (604) 454-0900
kerry.hillier@ballard.com

9.Date of Report

July 7, 2015.