Sec Form 4 Filing - Few Jason @ FUELCELL ENERGY INC - 2020-05-11

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 Few Jason 2. Issuer Name and Ticker or Trading Symbol FUELCELL ENERGY INC [ FCEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 3 GREAT PASTURE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2020 (Street) DANBURY, CT06810 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 05/11/2020 M 5,347 A $ 0 11,134 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 Deferred Common Stock Units $ 0 05/11/2020 M 5,347 ( 1 ) ( 1 ) Common Stock 5,347 $ 0 0 D Employee Restricted Stock Unit $ 0 ( 2 ) ( 2 ) Common Stock 500,000 500,000 D Performance Share Units $ 0 ( 3 ) ( 3 ) Common Stock 500,000 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Few Jason 3 GREAT PASTURE ROAD DANBURY, CT06810 X CEO Signatures /s/ Jacqueline Perez-Ares, as Power of Attorney 05/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common Stock Units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the Common Stock Units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each Common Stock Unit), on the date following the FuelCell Energy 2020 Annual Meeting of Stockholders. ( 2 )RSUs will vest 100% on August 26, 2022, subject to the reporting person's continuous employment with the Company through the vesting date. ( 3 )Earned PSUs will vest on August 26, 2022 and the number earned, if any, will be based on the weighted-average price of the Company's common stock during the thirty (30) day calendar period ending on the vesting date compared to pre-established price goals. The vesting of the PSUs is also subject to the reporting person's continuous employment with the Company through the vesting date.

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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