Form 4 Prend David J For: Jun 28 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

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^*

Prend David J

(Last)

(First)

(Middle)

160 FEDERAL STREET, 18TH FLOOR

(Street)

BOSTON

02110-1700

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SATCON TECHNOLOGY CORP [SATC]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2008

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 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)
			Code	V	Amount	(A) or (D)	Price

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant to purchase Common Stock

$ 1.8 ⁽¹⁾

07/03/2009

228,000

07/03/2009

07/03/2016

Common Stock

228,000

⁽³⁾

26,530,489 ⁽⁵⁾

I ⁽²⁾

See Footnote ⁽²⁾

Warrant to purchase Common Stock

$ 1.66 ⁽¹⁾

09/27/2008

6,063

09/27/2008

09/27/2015

Common Stock

6,063

⁽⁴⁾

26,302,489 ⁽⁶⁾

I ⁽²⁾

See Footnote ⁽²⁾

Warrant to purchase Common Stock

$ 1.66 ⁽¹⁾

06/28/2008

46,427

06/28/2008

06/28/2015

Common Stock

46,427

⁽⁴⁾

26,296,426 ⁽⁷⁾

I ⁽²⁾

See Footnote ⁽²⁾

Explanation of Responses:

1. The Warrants to purchase Common Stock feature a cashless exercise provision and are subject to anti-dilution adjustments as set forth in the Form of Tranche 2 Warrant and Additional Warrant (incorporated in this Form 4 by reference to Exhibit 10.5 of the Current Report on Form 8-K file by SatCon on November 14, 2007), as amended by that certain Agreement to Amend Warrants dated July 3, 2009 (incorporated in this Form 4 by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by SatCon on July 8, 2009).

2. The Warrants to purchase Common Stock are held by RockPort Capital Partners II, L.P. RockPort Capital II, LLC is the general of RockPort Capital Partners II, L.P. David J. Prend is a member of RockPort Capital II, LLC. By virtue of this relationship, Mr. Prend may be deemed to beneficially own the shares held by RockPort Capital Partners II, L.P. Mr. Prend disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. The Warrants to purchase Common Stock were received as consideration for Rockport Capital Partners II, L.P.agreeing to amend the antidilution provisions contained in Rockport's existing warrants to purchase 11,879,413 shares of Common Stock (as well as any additional warrants SatCon may issue to Rockport Capital Partners II, L.P. pursuant to the terms of a Stock and Warrant Purchase Agreement dated November 8, 2007 (incorporated in this Form 4 by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by SatCon on November 14, 2007)) pursuant to that certain Agreement to Amend Warrants dated July 3, 2009 (incorporated in this Form 4 by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by SatCon on July 8, 2009).

4. The Warrants to purchase Common Stock were received pursuant to the terms of a Stock and Warrant Purchase Agreement dated November 8, 2007 (incorporated in this Form 4 by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by SatCon on November 14, 2007) upon the exercise of certain of SatCon's existing warrants as more fully described in the Form 8-K filed by SatCon on November 14, 2007.

5. Includes 14,423,076 shares of Common Stock issuable upon conversion of 15,000 shares of Series C convertible Preferred Stock and 12,107,413 shares of Common Stock issuable upon the exercise of warrants, which preferred stock and warrants are directly owned by RockPort Capital Partners II, L.P.

6. Includes 14,423,076 shares of Common Stock issuable upon conversion of 15,000 shares of Series C convertible Preferred Stock and 11,879,413 shares of Common Stock issuable upon the exercise of warrants, which preferred stock and warrants are directly owned by RockPort Capital Partners II, L.P.

7. Includes 14,423,076 shares of Common Stock issuable upon conversion of 15,000 shares of Series C convertible Preferred Stock and 11,873,350 shares of Common Stock issuable upon the exercise of warrants, which preferred stock and warrants are directly owned by RockPort Capital Partners II, L.P.

	/s/ Janet B. James, as Attorney-In-Fact for David J. Prend	07/08/2009
	** 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 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.

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment