Sec Form 4 - Douglas Kevin - Westport Innovations Inc

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Douglas Kevin - Westport Innovations Inc - For 07/09/12

About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes.

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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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1. Name and Address of Reporting Person ^*

DOUGLAS KEVIN

2. Issuer Name and Ticker or Trading Symbol
WESTPORT INNOVATIONS INC [ WPRT]

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

_____ Director	__ X __ 10% Owner
_____ Officer (give title below)	__ X __ Other (specify below)
13(d)(3) group

(Last)

(First)

(Middle)

125 E. SIR FRANCIS DRAKE BLVD., STE 400

3. Date of Earliest Transaction (MM/DD/YY)
07/05/2012

(Street)

LARKSPUR, CA 94939

4. If Amendment, Date Original Filed(MM/DD/YY)

6. Individual or Joint/Group Filing(Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/05/2012		P		13,440	A	$ 37.49	2,623,792	D ^{( 1 )} ^{( 2 )}
Common Stock	07/05/2012		P		11,088	A	$ 37.49	3,145,304	I ^{( 2 )} ^{( 3 )}	By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Common Stock	07/05/2012		P		5,712	A	$ 37.49	1,644,787	I ^{( 2 )} ^{( 4 )}	By Douglas Famliy Trust
Common Stock	07/05/2012		P		3,360	A	$ 37.49	945,906	I ^{( 2 )} ^{( 5 )}	By James E. Douglas III
Common Stock	07/06/2012		P		26,560	A	$ 36.62	2,650,352	D ^{( 1 )} ^{( 2 )}
Common Stock	07/06/2012		P		21,912	A	$ 36.62	3,167,216	I ^{( 2 )} ^{( 3 )}	By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Common Stock	07/06/2012		P		11,288	A	$ 36.62	1,656,075	I ^{( 2 )} ^{( 4 )}	By Douglas Famliy Trust
Common Stock	07/06/2012		P		6,640	A	$ 36.62	952,546	I ^{( 2 )} ^{( 5 )}	By James E. Douglas III
Common Stock								601,839	I ^{( 2 )} ^{( 6 )}	By KGD 2010 Annuity Trust V
Common Stock								601,839	I ^{( 2 )} ^{( 7 )}	By MMD 2010 Annuity Trust V

**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 (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)		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)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Put Option (obligation to buy)	$ 35	07/05/2012		S			400	07/05/2012	08/18/2012	Common Stock	40,000	$ 260	400	D ^{( 1 )} ^{( 2 )}
Put Option (obligation to buy)	$ 35	07/05/2012		S			330	07/05/2012	08/18/2012	Common Stock	33,000	$ 260	330	I ^{( 2 )} ^{( 3 )}	By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Put Option (obligation to buy)	$ 35	07/05/2012		S			170	07/05/2012	08/18/2012	Common Stock	17,000	$ 260	170	I ^{( 2 )} ^{( 4 )}	By Douglas Famliy Trust
Put Option (obligation to buy)	$ 35	07/05/2012		S			100	07/05/2012	08/18/2012	Common Stock	10,000	$ 260	100	I ^{( 2 )} ^{( 5 )}	By James E. Douglas III

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DOUGLAS KEVIN 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939		X		13(d)(3) group
DOUGLAS FAMILY TRUST 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939		X		13(d)(3) group
JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939		X		13(d)(3) group
DOUGLAS JAMES E III 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939		X		13(d)(3) group
KGD 2010 Annuity Trust V 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939		X		13(d)(3) group
MMD 2010 Annuity Trust V 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939		X		13(d)(3) group

**Signatures**
/s/ Eileen Wheatman, attorney in fact for Kevin Douglas		07/09/2012
^** Signature of Reporting Person		Date
/s/ Eileen Wheatman, attorney in fact for Douglas Family Trust		07/09/2012
^** Signature of Reporting Person		Date
/s/ Eileen Wheatman, attorney in fact for James Douglas and Jean Douglas Irrevocable Descendants? Trust		07/09/2012
^** Signature of Reporting Person		Date
/s/ Eileen Wheatman, attorney in fact for James E. Douglas III		07/09/2012
^** Signature of Reporting Person		Date
/s/ Eileen Wheatman, attorney in fact for KGD 2010 Annuity Trust V		07/09/2012
^** Signature of Reporting Person		Date
/s/ Eileen Wheatman, attorney in fact for MMD 2010 Annuity Trust V		07/09/2012
^** Signature of Reporting Person		Date

Explanation of Responses:

( 1 )These shares are held directly and jointly by Kevin Douglas and his wife, Michelle Douglas.
( 2 )Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively the "Reporting Persons") may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or Rule 13d-5 promulgated under the Exchange Act, with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 4 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person.
( 3 )These shares are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust.
( 4 )These shares are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee of the Douglas Family Trust.
( 5 )These shares are held directly by James E. Douglas III and indirectly by Kevin Douglas.
( 6 )These shares are held by the KGD 2010 Annuity Trust V, a grantor-retained annuity trust of which Kevin Douglas is the sole trustee, and indirectly by Kevin Douglas.
( 7 )These shares are held by the MMD 2010 Annuity Trust V, a grantor-retained annuity trust of which Michelle Douglas is the sole trustee, and indirectly by Michelle Douglas and Kevin Douglas.

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.
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