Form 4 MCDERMOTT CHARLES J For: Jun 10 (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

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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^*

RockPort Capital Partners II, LP

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2008

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)
			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 ⁽²⁾

07/03/2009

228,000

07/03/2009

07/03/2016

Common Stock

228,000

⁽³⁾

26,530,489 ⁽⁷⁾

D ⁽¹⁾

Warrant to purchase Common Stock

$ 1.66 ⁽²⁾

09/27/2008

6,063

09/27/2008

09/27/2015

Common Stock

6,063

⁽⁴⁾

26,302,489 ⁽⁸⁾

D ⁽¹⁾

Warrant to purchase Common Stock

$ 1.66 ⁽²⁾

06/28/2008

46,427

06/28/2008

06/28/2015

Common Stock

46,427

⁽⁴⁾

26,296,426 ⁽⁹⁾

D ⁽¹⁾

Stock Option (Right to Buy)

$ 2.11

06/09/2009

22,000

06/09/2009

06/09/2019

Common Stock

22,000

$ 0

63,000

I ⁽⁵⁾

See footnote ⁽⁵⁾

Stock Option (Right to Buy)

$ 2.79

06/10/2008

22,000

06/10/2008

06/10/2018

Common Stock

22,000

$ 0

41,000

I ⁽⁶⁾

See footnote ⁽⁶⁾

1. Name and Address of Reporting Person^*

RockPort Capital Partners II, LP

(Last)

(First)

(Middle)

160 FEDERAL STREET, 18TH FLOOR

(Street)

BOSTON

02110-1700

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RockPort Capital II, L.L.C.

(Last)

(First)

(Middle)

160 FEDERAL STREET, 18TH FLOOR

(Street)

BOSTON

02110-1700

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ELLIS ALEXANDER III

(Last)

(First)

(Middle)

160 FEDERAL STREET, 18TH FLOOR

(Street)

BOSTON

02110-1700

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

James Janet Burrows

(Last)

(First)

(Middle)

160 FEDERAL STREET, 18TH FLOOR

(Street)

BOSTON

02110-1700

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JAMES WILLIAM E

(Last)

(First)

(Middle)

160 FEDERAL STREET, 18TH FLOOR

(Street)

BOSTON

02110-1700

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MCDERMOTT CHARLES J

(Last)

(First)

(Middle)

160 FEDERAL STREET, 18TH FLOOR

(Street)

BOSTON

02110-1700

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Wilson Stoddard Moran

(Last)

(First)

(Middle)

160 FEDERAL STREET, 18TH FLOOR

(Street)

BOSTON

02110-1700

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities are owned by RockPort Capital Partners II, L.P. ("RockPort"). These securities may be deemed to be beneficially owned by RockPort Capital II, LLC ("RockPort LLC"), and Alexander Ellis III, Janet B. James, William E. James, Charles J. McDermott, Stoddard M. Wilson and David J. Prend (the "Members"). RockPort LLC is the general partner of RockPort. Each of the Members are managing members of RockPort LLC. David Prend is also a director of SatCon and has reported his beneficial ownership of the reported securities on a Form 4, filed on the date hereof. Each of RockPort LLC and the Members (the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Act of 1934, as amended, or for any other purpose.

2. 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 filed 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).

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 22,000 options to purchase shares of Common Stock, at an exercise price of $2.11 per share, granted to David Prend on June 9,2009 in connection with his service as a director of SatCon. These options became fully exercisable on the date of grant and remain exercisable until June 9, 2019. RockPort and RockPort LLC have the right to the economic benefit of this grant. As a result, these securities may be deemed to be beneficially owned by RockPort and RockPort LLC. Each of RockPort and RockPort LLC disclaim beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Act of 1934, as amended, or for any other purpose.

6. Includes 22,000 options to purchase shares of Common Stock, at an exercise price of $2.79 per share, granted to David Prend on June 10, 2008 in connection with his service as a director of SatCon. These options became fully exercisable on the date of grant and remain exercisable until June 10, 2018. RockPort and RockPort LLC have the right to the economic benefit of this grant. As a result, these securities may be deemed to be beneficially owned by RockPort and RockPort LLC. Each of RockPort and RockPort LLC disclaim beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Act of 1934, as amended, or for any other purpose.

7. 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.

8. 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.

9. 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.

	RockPort Capital Partners II, L.P., By: RockPort Capital II, LLC, Its: General Partner, By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Name: Stoddard M. Wilson, Title: Managing Memeber	07/08/2009
	RockPort Capital II, LLC, By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Name: Stoddard M. Wilson, Title: Managing Member	07/08/2009
	By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Alexander Ellis III	07/08/2009
	/s/ Janet B. James, Janet B. James	07/08/2009
	By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, William E. James	07/08/2009
	By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Charles J. McDermott	07/08/2009
	By: /s/ Janet B. James, Janet B. James, Attorney-In-Fact, Stoddard M. Wilson	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.

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