Sec Form 4 Filing - Adams Timothy C @ American Electric Technologies Inc - 2013-02-25

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Adams Timothy C 2. Issuer Name and Ticker or Trading Symbol American Electric Technologies Inc [ AETI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President & President/AAT subsidiary (Last) (First) (Middle) 6670 SPRING LAKE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2013 (Street) KEYSTONE HEIGHTS, FL32656 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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) Code V Amount (A) or (D) Price Common Stock 02/25/2013 A 6,570 A $ 4.95 15,951 ( 3 ) D Common Stock 02/25/2013 F 2,146 D $ 4.95 13,805 D

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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units Dated February 25, 2013 ( 1 ) 02/25/2013 A 9,600 ( 1 ) ( 1 ) Common Stock 9,600 ( 1 ) 9,600 D Restricted Stock Units Dated February 25, 2013 ( 2 ) 02/25/2013 A 2,400 ( 2 ) ( 2 ) Common Stock 2,400 ( 2 ) 2,400 D Restricted Stock Units Dated February 27, 2012 ( 4 ) 02/25/2013 M 768 ( 4 ) ( 4 ) Common Stock 768 ( 4 ) 2,304 D Restricted Stock Units Dated February 27, 2009 ( 5 ) 02/25/2013 M 1,218 ( 5 ) ( 5 ) Common Stock 1,218 ( 5 ) 0 D Restricted Stock Units Dated February 25,2011 ( 6 ) 02/25/2013 M 1,800 ( 6 ) ( 6 ) Common Stock 1,800 ( 6 ) 3,600 D Restricted Stock Units Dated February 26, 2010 ( 7 ) 02/25/2013 M 2,784 ( 7 ) ( 7 ) Common Stock 2,784 ( 7 ) 2,784 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Adams Timothy C 6670 SPRING LAKE ROAD KEYSTONE HEIGHTS, FL32656 Vice President & President AAT subsidiary Signatures /s/ Charles M. Dauber, as attorney-in-fact for Tim C. Adams 02/28/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an incentive compensation award. Vesting of the award is subject to attainment of 2013 performance criteria. Vested restricted stock units convert into common stock on a one-to-one basis in four equal annual installments from the transaction date, subject to a continuing employment requirement. ( 2 )Represents an incentive compensation award. Converts into common stock on a one-to one basis in four equal annual installments from the transaction date, subject to a continuing employment requirement. ( 3 )Represents common stock issued on conversion of Restricted Stock Units (RSUs). ( 4 )768 RSU's converted to common stock, 11,232 RSU's were terminated and 2,304 will convert to common stock on a one-to-one basis in annual installments of 768 shares in 2014,2015, and 2016 subject to continuing employment requirement. ( 5 )1,218 RSUs converted to common stock on a one-to-one basis. ( 6 )1,800 RSU's converted to common stock and 3,600 will convert to common stock on a one-to-one basis in annual installments of 1,800 shares in 2014 and 2015 subject to continuing employment requirement. ( 7 )2,784 RSU's converted to common stock and 2,784 will convert to common stock on a one-to-one basis in annual installment of 2,784 shares in 2014 subject to continuing employment requirement.

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.