Sec Form 4 Filing - SMART HYDROGEN, INC. @ PLUG POWER INC - 2008-12-20

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 SMART HYDROGEN, INC. 2. Issuer Name and Ticker or Trading Symbol PLUG POWER INC [ PLUG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 135 ARCH. MAKARIOS III AVE, EMELLE BLDG 2ND FLOOR, OFFICE NO. 22 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2008 (Street) LIMASSOL, G4CY-3021 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) Code V Amount (A) or (D) Price Common Stock, par value $0.01 12/20/2008 S 5,126,939 D $ 0.74 0 D ( 1 )

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 Class B Capital Stock, par value $0.01 ( 2 ) 12/20/2008 S 395,000 ( 2 ) ( 2 ) Common Stock, par value $0.01 39,500,000 $ 0.74 0 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMART HYDROGEN, INC. 135 ARCH. MAKARIOS III AVE EMELLE BLDG 2ND FLOOR, OFFICE NO. 22 LIMASSOL, G4CY-3021 X Clayburn Development Inc. PASEA ESTATE ROAD TOWN TORTOLA, D800000 X Branton LTD KING COURT, 1ST FLOOR, BAY STREET P.O. BOX N-3944 NASSAU, C500000 X Signatures /s/ Athina Karelidou, Director of Smart Hydrogen Inc. 12/23/2008 Signature of Reporting Person Date /s/ Andrey Smirnov, Attorney-In-Fact for Clayburn Development Inc. 12/23/2008 Signature of Reporting Person Date /s/ Maria Lambrianidou, Director of Branton Limited 12/23/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares reported above were held directly by Smart Hydrogen Inc. ("Smart Hydrogen"), which is jointly owned and controlled by Clayburn Development Inc. ("Clayburn") and Branton Limited ("Branton"). Branton and Clayburn share investment control and controlling shareholder status over Smart Hydrogen and, as such, were indirect beneficial owners of the reported shares of Common Stock and Class B Capital Stock. Clayburn is a wholly-owned subsidiary of MMC Norilsk Nickel. ( 2 )Upon the disposition of the Class B Capital Stock reported in this Form 4, each share of Class B Capital Stock automatically converted into 100 Shares of Plug Power Inc.'s Common Stock, par value $0.01 per share.

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).

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