Sec Form 13D Filing - AXANE SA filing for PLUG POWER INC (PLUG) - 2015-08-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Plug Power Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(title of Class of Securities)

72919P202

(CUSIP Number)

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

August 26, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), (f) or (g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

The Statement on Schedule 13D filed August 4, 2014 (the “Statement”), filed by Axane S.A., a corporation existing under the laws of France (“Axane”), Air Liquide Investissements d’Avenir et de Demonstration, a corporation existing under the laws of France (“ALIAD”) and L’Air Liquide S.A., a corporation existing under the laws of France, relating to the common stock, $0.01 par value (the “Common Stock”), of Plug Power, Inc., a Delaware corporation (the “Issuer”), is hereby amended with respect to the items set forth below in this Amendment No. 1. Capitalized terms used herein without definition have the same meanings as those ascribed to them in the Statement.

On August 26, 2015, the Issuer issued 1,613,289 shares of Common Stock to Axane as a “true up” adjustment pursuant to the Share Purchase Agreement described in Item 4 of the Statement as originally filed. On August 26, 2015, Axane sold 6,394,539 shares of Common Stock, consisting of 4,781,250 shares of Common Stock issued to Axane on July 31, 2015 pursuant to the Share Purchase Agreement plus the 1,613,289 “true up” shares, at a price $1.67 per share, after commissions, in a block sale through Citigroup Global Markets Inc. effected following the registration with the Securities and Exchange Commission of such shares for resale.

As a result of the abovementioned sale, (i) Axane no longer holds any shares of Common Stock of the Issuer, and (ii) the other reporting persons beneficially own, in the aggregate, 3.02% of the Common Stock of the Issuer, which constitutes less than five percent of the total outstanding Common Stock of the Issuer.

Except as described in this Item 5 and in the Statement as originally filed, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of their respective directors or officers, has effected any transactions in the Issuer’s Common Stock in the 60 days preceding the filing of this Schedule 13D (Amendment No. 1).

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: August 28, 2015