Sec Form 3 Filing - FiveT Capital Holdings AG @ PLUG POWER INC - 2017-01-26

FORM 3 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 FiveT Capital Holdings AG 2. Issuer Name and Ticker or Trading Symbol PLUG POWER INC [ PLUG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O RABER TREUHAND GMBH, CHURERSTRASSE 98 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2017 (Street) PFAFFIKON, V88330 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

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 Series C Redeemable Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,858,256 D ( 2 ) ( 3 ) ( 5 ) Series C Redeemable Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 923,819 I See Footnotes ( 2 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FiveT Capital Holdings AG C/O RABER TREUHAND GMBH CHURERSTRASSE 98 PFAFFIKON, V88330 X Signatures /s/ FiveT Capital Holding AG, by Johannes Minho Roth, Managing Director 02/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series C Redeemable Convertible Preferred Stock (the "Series C Preferred Stock") is convertible at any time at the option of the holder into shares of the Issuer's Common Stock at a conversion price per share of $0.2343, subject to certain adjustments. The Series C Preferred Stock has no expiration date. ( 2 )On January 26, 2017, FiveT Capital Holding AG, a limited liability company existing under the laws of Switzerland ("FiveT Capital Holding"), and Five More Special Situations Fund Limited, a Cayman Islands company ("FiveMore Fund"), purchased 1,750 shares and 870 shares, respectively, of the Series C Preferred Stock for an aggregate purchase price of $3,292,850, or $1,256.81 per share. ( 3 )These shares are held directly by FiveT Capital Holding. ( 4 )These shares are held directly by FiveMore Fund. FiveT Capital AG ("FiveT Capital"), a wholly-owned subsidiary of FiveT Capital Holding, provides investment advisory services to FiveMore Fund. ( 5 )Johannes Minho Roth is the Managing Director of FiveT Capital Holding and has equity interests in each of FiveT Capital Holding and FiveMore Fund. Mr. Roth is a member of the Board of Directors of the Issuer. Each of FiveT Capital Holding, FiveT Capital and FiveMore Fund disclaims beneficial ownership of the shares of Series C Preferred Stock, except to the extent of its respective pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of any of such shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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