SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GENERAL ELECTRIC CAPITAL CORP

(Last)

(First)

(Middle)

3135 EASTON TURNPIKE

(Street)

FAIRFIELD

06828-0001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2009

3. Issuer Name and Ticker or Trading Symbol
A123 SYSTEMS, INC. [ AONE ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	900,277	D⁽¹⁾⁽⁸⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	800,945⁽⁵⁾	⁽⁵⁾	D⁽²⁾⁽⁸⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	2,382,925⁽⁵⁾	⁽⁵⁾	D⁽³⁾⁽⁸⁾
Series E Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	2,497,918⁽⁵⁾	⁽⁵⁾	D⁽³⁾⁽⁸⁾
Series F Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,631,191⁽⁵⁾	⁽⁵⁾	D⁽³⁾⁽⁸⁾
Warrant	⁽⁶⁾	02/24/2012	Series B Convertible Preferred Stock/Common Stock⁽⁶⁾	67,366⁽⁷⁾	$2.0781⁽⁷⁾	D⁽⁴⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

GENERAL ELECTRIC CAPITAL CORP

(Last)

(First)

(Middle)

3135 EASTON TURNPIKE

(Street)

FAIRFIELD

06828-0001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GENERAL ELECTRIC CAPITAL SERVICES INC/CT

(Last)

(First)

(Middle)

3135 EASTON TURNPIKE

(Street)

FAIRFIELD

06828-0001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Exhibit 99.1

1. Name and Address of Reporting Person^*

GE CAPITAL EQUITY INVESTMENTS INC

(Last)

(First)

(Middle)

201 MERRITT 7

(Street)

NORWALK

06851

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Exhibit 99.1

1. Name and Address of Reporting Person^*

GE CAPITAL CFE INC

(Last)

(First)

(Middle)

201 MERRITT 7

(Street)

NORWALK

06856

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Exhibit 99.1

1. Name and Address of Reporting Person^*

GPSF Securities, Inc.

(Last)

(First)

(Middle)

201 MERRITT 7

(Street)

NORWALK

06851

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Exhibit 99.1

1. Name and Address of Reporting Person^*

GENERAL ELECTRIC CO

(Last)

(First)

(Middle)

3135 EASTON TURNPIKE

(Street)

FAIRFIELD

06828

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Exhibit 99.1

Explanation of Responses:

1. Directly owned by GPSF Securities, Inc. ("GPSF").

2. Directly owned by GE Capital CFE, Inc. ("GECFE").

3. Directly owned by GE Capital Equity Investments, Inc. ("GECEI").

4. Directly owned by Heller Financial Leasing, Inc. ("Heller Leasing").

5. The Issuer's preferred stock reported herein is convertible at any time by the holder and has no expiration date, but is subject to mandatory conversion or redemption upon certain events. Each share of preferred stock reported herein is convertible into one share of the Issuer's common stock (subject to certain adjustments), except that each share of the Issuer's Series E Convertible Preferred Stock is convertible into approximately 1.38154 shares of common stock (subject to certain adjustments). Upon the closing of the Issuer's initial public offering, each share of preferred stock reported herein will convert automatically into one share of common stock except that each share of Series E Convertible Preferred Stock will convert automatically into 1.38154 shares of common stock.

6. The Warrant is exercisable at any time by the holder for shares of the Issuer's Series B Convertible Preferred Stock, except that upon the closing of the Issuer's initial public offering, the Warrant will become exercisable only for shares of common stock.

7. The actual exercise price is $2.078192 per share. The exercise price and the number of underlying shares are subject to certain adjustments.

8. Indirectly owned by General Electric Capital Corporation ("GE Capital") because, among other things, GPSF, GECFE, GECEI or Heller Leasing, as the case may be, is a direct or indirect wholly-owned subsidiary of GE Capital. GPSF, GECFE, GECEI, Heller Leasing and GE Capital disclaim beneficial ownership except to the extent of their respective pecuniary interest. See Exhibit 99.1, incorporated by reference herein.

Remarks:

Exhibit 24.1: Power of Attorney of General Electric Capital Corporation, incorporated herein by reference. Exhibit 24.2: Power of Attorney of General Electric Capital Services, Inc., incorporated herein by reference. Exhibit 24.3: Power of Attorney of General Electric Company, incorporated herein by reference. Exhibit 99.1: Joint Filer Information, incorporated herein by reference.

	/s/ Barbara A. Lane, Attorney-in-Fact for GECC	09/23/2009
	** 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 5 (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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