Sec Form 4 Filing - Allen & CO LLC @ Northern Power Systems Corp. - 2015-12-29

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 Allen & CO LLC 2. Issuer Name and Ticker or Trading Symbol Northern Power Systems Corp. [ NPS] 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) 711 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2015 (Street) NEW YORK, NY10022 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 12/29/2015 S 600,000 ( 2 ) D $ 0.2 3,799,376 ( 2 ) I See Footnote ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Allen & CO LLC 711 FIFTH AVENUE NEW YORK, NY10022 X ALLEN OPERATIONS LLC 711 FIFTH AVENUE NEW YORK, NY10022 X Allen Herbert A III 711 FIFTH AVENUE NEW YORK, NY10022 X Signatures ALLEN & COMPANY LLC, By: /s/ Peter DiIorio, General Counsel 12/29/2015 Signature of Reporting Person Date ALLEN OPERATIONS LLC, By: /s/ Peter DiIorio, General Counsel 12/29/2015 Signature of Reporting Person Date HERBERT A. ALLEN III, By: /s/ Herbert A. Allen III 12/29/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are owned directly by Allen & Company LLC, which is a wholly owned subsidiary of Allen Operations LLC. Herbert A. Allen III is the President of Allen & Company LLC and Allen Operations LLC. Mr. Allen and Allen Operations LLC are indirect beneficial owners of the reported securities. Mr. Allen and Allen Operations LLC expressly disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein, if any. ( 2 )Certain employees, affiliates and related parties of Allen & Company LLC hold a beneficial interest in the shares held of record by Allen & Company LLC. Allen & Company LLC disclaims beneficial ownership of the shares beneficially owned by such employees, affiliates and related parties. The disposition of these shares was effected by one such party who holds a beneficial interest in certain shares held of record by Allen & Company LLC.

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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