Sec Form 4 Filing - Ronan Terrence @ ATLANTIC POWER CORP - 2017-02-28

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 Ronan Terrence 2. Issuer Name and Ticker or Trading Symbol ATLANTIC POWER CORP [ AT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O ATLANTIC POWER CORPORATION, 3 ALLIED DRIVE, SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2017 (Street) DEDHAM, MA02026 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 shares ( 1 ) 02/28/2017 M 32,440 A 212,765 D Common shares ( 1 ) 02/28/2017 F 16,220 D $ 2.38 212,765 D Common shares ( 2 ) 02/28/2017 M 29,429 A 212,765 D Common shares ( 2 ) 02/28/2017 F 14,714 D $ 2.38 212,765 D Common shares ( 3 ) 02/28/2017 M 29,795 A 212,765 D Common shares ( 3 ) 02/28/2017 F 14,897 D $ 2.38 212,765 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 Notional shares ( 4 ) 02/28/2017 A 151,261 ( 4 ) ( 4 ) Common shares 151,261 ( 4 ) 284,789 D Notional shares ( 5 ) 02/28/2017 M 32,440 ( 5 ) ( 5 ) Common shares 32,440 ( 5 ) 284,789 D Notional shares ( 6 ) 02/28/2017 M 29,429 ( 6 ) ( 6 ) Common shares 29,429 ( 6 ) 284,789 D Notional shares ( 7 ) 02/28/2017 M 29,795 ( 7 ) ( 7 ) Common shares 29,795 ( 7 ) 284,789 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ronan Terrence C/O ATLANTIC POWER CORPORATION 3 ALLIED DRIVE, SUITE 220 DEDHAM, MA02026 Chief Financial Officer Signatures /s/ Terrence Ronan 03/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person acquired shares pursuant to the vesting (disclosed on Table II) of notional shares awarded in 2014. Two thirds of the vested notional shares were settled in common shares and one third were settled in cash, which was deposited into the reporting persons applicable payroll tax withholding account. ( 2 )The reporting person acquired shares pursuant to the vesting (disclosed on Table II) of notional shares awarded in 2015. Two thirds of the vested notional shares were settled in common shares and one third were settled in cash, which was deposited into the reporting persons applicable payroll tax withholding account. ( 3 )The reporting person acquired shares pursuant to the vesting (disclosed on Table II) of notional shares awarded in 2016. Two thirds of the vested notional shares were settled in common shares and one third were settled in cash, which was deposited into the reporting persons applicable payroll tax withholding account. ( 4 )Represents a grant of notional shares pursuant to the Company's Long-Term Incentive Plan (LTIP) in 2017 in respect of the 2016 performance year. 50% of these notional units, or 75,630, will vest ratably with respect to one-third on each of February 28, 2018, February 28, 2019 and February 28, 2020. The remaining 50% will also vest one-third on each of February 28, 2018, February 28, 2019 and February 28, 2020, the amount being at the discretion of the Board of Directors. Under the LTIP, each notional share represents a right to receive one-third in cash, which will be deposited into the reporting persons applicable payroll tax withholding account, and the remainder in common shares. ( 5 )The reporting person vested in respect of one-third of the notional shares granted in 2014. ( 6 )The reporting person vested in respect of one-third of the notional shares granted in 2015. ( 7 )The reporting person vested in respect of one-third of the notional shares granted in 2016.

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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