Form 4 SATCON TECHNOLOGY CORP For: Jun 10 Filed by: NGP Energy Technology Partners, L.P. (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^*

NGP Energy Technology Partners, L.P.

(Last)

(First)

(Middle)

1700 K STREET, NW, SUITE 750

(Street)

WASHINGTON

20006

(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

152,000

07/03/2009

07/03/2016

Common Stock

152,000

⁽³⁾

17,686,993 ⁽⁷⁾

D ⁽¹⁾

Warrant to purchase Common Stock

$ 1.66 ⁽²⁾

09/27/2008

4,042

09/27/2008

09/27/2015

Common Stock

4,042

⁽⁴⁾

17,534,993 ⁽⁸⁾

D ⁽¹⁾

Warrant to purchase Common Stock

$ 1.66 ⁽²⁾

06/28/2008

30,951

06/28/2008

06/28/2015

Common Stock

30,951

⁽⁴⁾

17,530,951 ⁽⁹⁾

D ⁽¹⁾

Stock Option (Right to Buy)

$ 2.11

06/09/2009

9,000 ⁽⁵⁾

06/09/2009

06/09/2019

Common Stock

9,000 ⁽⁵⁾

$ 0

27,000

I ⁽⁵⁾

See Footnote ⁽⁵⁾

Stock Option (Right to Buy)

$ 2.79

06/10/2008

9,000 ⁽⁶⁾

06/10/2008

06/10/2018

Common Stock

9,000 ⁽⁶⁾

$ 0

18,000

I ⁽⁶⁾

See Footnote ⁽⁶⁾

1. Name and Address of Reporting Person^*

NGP Energy Technology Partners, L.P.

(Last)

(First)

(Middle)

1700 K STREET, NW, SUITE 750

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NGP ETP, L.L.C.

(Last)

(First)

(Middle)

1700 K STREET, NW, SUITE 750

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Energy Technology Partners, L.L.C.

(Last)

(First)

(Middle)

1700 K STREET, NW, SUITE 750

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities are owned by NGP Energy Technology Partners, L.P. ("NGP Energy Tech"). These securities may be deemed to be beneficially owned by NGP ETP, L.L.C. ("NGP ETP"), Energy Technology Partners, L.L.C. ("ETP") and Philip J. Deutch ("Deutch"). NGP ETP is the general partner of NGP Energy Tech. ETP is the sole manager of NGP ETP and Deutch is the sole member and manager of ETP. Deutch 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 NGP ETP, ETP and Deutch (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 10.2 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 NGP Energy Tech agreeing to amend the antidilution provisions contained in NGP Energy Tech's existing warrants to purchase 7,919,609 shares of Common Stock (as well as any additional warrants SatCon may issue to NGP Energy Tech 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 10.2 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 50% of the 18,000 options to purchase shares of Common Stock, at an exercise price of $2.11 per share, granted to Deutch 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. Pursuant to an agreement of limited partnership, up to 50% of the economic benefit of this grant shall be applied to reduce certain fees or costs of NGP Energy Tech. As a result, these securities may be deemed to be beneficially owned by NGP Energy Tech. NGP Energy Tech disclaims 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 NGP Energy Tech 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 50% of the 18,000 options to purchase shares of Common Stock, at an exercise price of $2.79 per share, granted to Deutch 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. Pursuant to an agreement of limited partnership, up to 50% of the economic benefit of this grant shall be applied to reduce certain fees or costs of NGP Energy Tech. As a result, these securities may be deemed to be beneficially owned by NGP Energy Tech. NGP Energy Tech disclaims 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 NGP Energy Tech 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 9,615,384 shares of Common Stock issuable upon conversion of 10,000 shares of Series C convertible Preferred Stock and 8,071,609 shares of Common Stock issuable upon the exercise of warrants, which preferred stock and warrants are directly owned by NGP Energy Technology Partners, L.P.

8. Includes 9,615,384 shares of Common Stock issuable upon conversion of 10,000 shares of Series C convertible Preferred Stock and 7,919,609 shares of Common Stock issuable upon the exercise of warrants, which preferred stock and warrants are directly owned by NGP Energy Technology Partners, L.P.

9. Includes 9,615,384 shares of Common Stock issuable upon conversion of 10,000 shares of Series C convertible Preferred Stock and 7,915,567 shares of Common Stock issuable upon the exercise of warrants, which preferred stock and warrants are directly owned by NGP Energy Technology Partners, L.P.

	NGP Energy Technology Partners, L.P., By: NGP ETP, L.L.C., Its: General Partner, By: /s/ Philip J. Deutch	07/08/2009
	NGP ETP, L.L.C. By: /s/ Philip J. Deutch, Title: Authorized Member	07/08/2009
	Energy Technology Partners, L.L.C., By: /s/ Philip J. Deutch, Title: Sole Member and Manager	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