Sec Form 4 Filing - Schmidt Keith @ PLUG POWER INC - 2022-08-19

Insider filing report for Changes in Beneficial Ownership
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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
Schmidt Keith
2. Issuer Name and Ticker or Trading Symbol
PLUG POWER INC [ PLUG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
GM New Mkts & Pres New Prd Dv
(Last) (First) (Middle)
C/O PLUG POWER INC., 968 ALBANY SHAKER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
08/19/2022
(Street)
LATHAM, NY12110
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 08/19/2022 F( 1 )( 2 ) 39,274 D $ 28.43( 3 ) 447,638( 4 ) D
Common Stock 09/28/2022 F( 1 ) 29,667 D $ 21.85( 5 ) 417,971 D
Common Stock 44,797 I 401(k) Plan( 6 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schmidt Keith
C/O PLUG POWER INC.
968 ALBANY SHAKER ROAD
LATHAM, NY12110
GM New Mkts & Pres New Prd Dv
Signatures
/s/ Gerard L. Conway, Jr., Attorney-in-Fact 12/02/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Tendered to Issuer to satisfy tax withholding obligations of the Reporting Person incurred in connection with the vesting of the Reporting Person's restricted stock award.
( 2 )The initial grant of the restricted stock award was reported on a Form 4 filed on August 21, 2019, but was inadvertently disclosed as a restricted stock unit award instead of a restricted stock award.
( 3 )Pursuant to the Plug Power Inc. Third Amended and Restated 2011 Stock Option and Incentive Plan, each share was tendered to Issuer at the price per share on the closing date of August 18, 2022, which is the date prior to the date withholding was effected.
( 4 )The total Amount of Securities Beneficially Owned in Table I, Column 5 reflects the addition of 83,333 shares of the restricted stock award that was previously reported inadvertently on Table II as part of a grant of 250,000 restricted stock units on the Form 4 filed on August 21, 2019.
( 5 )Pursuant to the Plug Power Inc. Third Amended and Restated 2011 Stock Option and Incentive Plan, each share was tendered to Issuer at the price per share on the closing date of September 27, 2022, which is the date prior to the date withholding was effected.
( 6 )The Reporting Person holds 44,797 shares of common stock in Plug Power Inc.'s 401(k) plan. The information in this report is based on a plan statement as of November 14, 2022.

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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