SEC Form 5
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
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response: 1.0
  
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.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
DTE ENERGY CO

(Last) (First) (Middle)
2000 2ND AVENUE

(Street)
DETROIT MI 48226-1279

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PLUG POWER INC [ PLUG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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)
X Form filed by One Reporting Person
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 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)
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.