UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 9)
Active
Power, Inc.
(Name of
Issuer)
Common
Stock, par value $.001 per share
(Title of
Class of Securities)
00504W100
(CUSIP
Number of Class of Securities)
December
31, 2008
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which the Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
|
CUSIP
NO. 00504W100
|
Page
2 of 8
|
| 1. |
Name Of Reporting
Persons.
I.R.S. Identification Nos. of
above persons (entities only).
|
|||
|
Joseph F.
Pinkerton, III
|
||||
| 2. |
Check
The Appropriate Box If A Member Of A Group (See
Instructions)
|
|||
| (a) ¨ | ||||
| (b) x | ||||
| 3. | SEC Use Only | |||
| 4. | Citizenship Or Place Of Organization | |||
| USA | ||||
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH
|
5. Sole Voting Power | |
| 388,147 | ||
| 6. Shared Voting Power | ||
| 3,301,995 | ||
| 7. Sole Dispositive Power | ||
| 388,147 | ||
| 8. Shared Dispositive Power | ||
| 3,301,995 |
| 9. | Aggregate Amount Beneficially Owned By Each Reporting Person | |||
| 3,690,142 | ||||
| 10. |
Check
Box If The Aggregate Amount In Row (9) Excludes Certain Shares (See
Instructions)
|
o | ||
| 11. | Percent of Class Represented by Amount in Row (9) | |||
| 6.1% of Common Stock | ||||
| 12. | Type of Reporting Person (See Instructions) | |||
| IN | ||||
|
CUSIP
NO. 00504W100
|
Page 3
of 8
|
| 1. |
Name Of Reporting
Persons.
I.R.S. Identification Nos. of
above persons (entities only).
|
|||
|
Claire
Pinkerton
|
||||
| 2. |
Check
The Appropriate Box If A Member Of A Group (See
Instructions)
|
|||
| (a) ¨ | ||||
| (b) x | ||||
| 3. | SEC Use Only | |||
| 4. | Citizenship Or Place Of Organization | |||
| USA | ||||
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH
|
5. Sole Voting Power | |
| 0 | ||
| 6. Shared Voting Power | ||
| 3,301,995 | ||
| 7. Sole Dispositive Power | ||
| 0 | ||
| 8. Shared Dispositive Power | ||
| 3,301,995 |
| 9. | Aggregate Amount Beneficially Owned By Each Reporting Person | |||
| 3,301,995 | ||||
| 10. |
Check
Box If The Aggregate Amount In Row (9) Excludes Certain Shares (See
Instructions)
|
o | ||
| 11. | Percent of Class Represented by Amount in Row (9) | |||
| 5.5% of Common Stock | ||||
| 12. | Type of Reporting Person (See Instructions) | |||
| IN | ||||
|
CUSIP
NO. 00504W100
|
Page 4
of 8
|
| 1. |
Name Of Reporting
Persons.
I.R.S. Identification Nos. of
above persons (entities only).
|
|||
|
CJP
Partners Management, L.L.C.
|
||||
| 2. |
Check
The Appropriate Box If A Member Of A Group (See
Instructions)
|
|||
| (a) ¨ | ||||
| (b) x | ||||
| 3. | SEC Use Only | |||
| 4. | Citizenship Or Place Of Organization | |||
|
Texas
|
||||
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH
|
5. Sole Voting Power | |
| 0 | ||
| 6. Shared Voting Power | ||
| 3,301,995 | ||
| 7. Sole Dispositive Power | ||
| 0 | ||
| 8. Shared Dispositive Power | ||
| 3,301,995 |
| 9. | Aggregate Amount Beneficially Owned By Each Reporting Person | |||
| 3,301,995 | ||||
| 10. |
Check
Box If The Aggregate Amount In Row (9) Excludes Certain Shares (See
Instructions)
|
|||
| 11. | Percent of Class Represented by Amount in Row (9) | o | ||
| 5.5% of Common Stock | ||||
| 12. | Type of Reporting Person (See Instructions) | |||
| OO | ||||
Page 5
of 8
|
ITEM
1(a).
|
Name
of Issuer:
|
Active
Power, Inc.
|
ITEM
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
11525
Stonehollow Drive
Suite
110
Austin,
TX 78758
|
ITEM
2(a).
|
Names
of Persons Filing:
|
Joseph F.
Pinkerton, III
Claire
Pinkerton
CJP
Partners Management, L.L.C.
|
ITEM
2(b).
|
Address
of Principal Business Office or, if None, Residence for each of the
Reporting Persons:
|
2312
Woodlawn Blvd.
Austin,
TX 78703
|
ITEM
2(c).
|
Citizenship:
|
Joseph F.
Pinkerton, III - USA
Claire
Pinkerton - USA
CJP
Partners Management, L.L.C. - Texas
|
ITEM
2(d).
|
Title
of Class of Securities:
|
Common
Stock, par value $.001 per share
|
ITEM
2(e).
|
CUSIP
Number: 00504W100
|
|
ITEM
3.
|
If
this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is:
|
o Broker or dealer
registered under Section 15 of the Act.
o Bank as defined in
Section 3(a)(6) of the Act.
Page 6
of 8
o Insurance company as
defined in Section 3(a)(19) of the Act.
o Investment company
registered under Section 8 of the Investment Company Act of 1940.
o An investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E);
o An employee benefit
plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
o A parent holding
company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
o A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
o A church plan that is
excluded from the definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940;
o Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
|
ITEM
4.
|
Ownership:
|
(a)
Amount Beneficially Owned by all Reporting Persons: 3,690,142
shares
As of December 31, 2008, Joseph F.
Pinkerton, III was the record owner of 388,147 shares of Common
Stock. Mr. Pinkerton and Mrs. Pinkerton also may be deemed to
beneficially own 2,834,426 shares of Common Stock, which is held directly by CJP
Partners, Ltd., a limited partnership in which CJP Partners Management, L.L.C.
("CJP Partners Management") is the sole general partner and Mr.
Pinkerton and Mrs. Pinkerton are the only limited partners. Mr. Pinkerton
and Mrs. Pinkerton are the managers of CJP Partners Management. Also
as of December 31, 2008, Mr. Pinkerton and Mrs. Pinkerton may be deemed to
beneficially own an additional 467,569 shares of Common Stock, held directly by
ECA Properties Ltd. CJP Partners Management owns 0.1% and is the sole
general partner of ECA Properties Ltd. Mr. Pinkerton and Mrs.
Pinkerton disclaim beneficial ownership of the 467,569 shares of Common Stock
held of record by ECA Properties Ltd., and this Statement on Schedule 13G shall
not be deemed an admission that Mr. Pinkerton and Mrs. Pinkerton are the
beneficial owners of such securities for any purpose other than to comply with
Regulation 13D-G.
(b)
Percent of Class:
Joseph F.
Pinkerton, III - 6.1%
Claire
Pinkerton - 5.5%
CJP
Partners Management, L.L.C. - 5.5%
(c)
Number of shares as to which the reporting persons have:
Page 7
of 8
(i) Sole
power to vote or to direct the vote:
Joseph F.
Pinkerton, III: 388,147 shares
Claire Pinkerton: 0
shares
CJP Partners Management: 0
shares
(ii) Shared
power to vote or to direct the vote:
Joseph F.
Pinkerton, III: 3,301,995 shares
Claire Pinkerton: 3,301,995
shares
CJP Partners Management: 3,301,995
shares
(iii) Sole
power to dispose or to direct the disposition of:
Joseph F.
Pinkerton, III: 388,147 shares
Claire Pinkerton: 0
shares
CJP Partners Management: 0
shares
(iv) Shared
power to dispose or to direct the disposition of:
Joseph F.
Pinkerton, III: 3,301,995 shares
Claire Pinkerton: 3,301,995
shares
CJP Partners Management: 3,301,995
shares
|
ITEM
5.
|
Ownership
of five percent or less of a class.
|
Not
applicable.
|
ITEM
6.
|
Ownership
of more than five percent on behalf of another
person.
|
Not
applicable.
|
ITEM
7.
|
Identification
and classification of the subsidiary which acquired the security being
reported on by the parent holding
company.
|
Not
applicable.
|
ITEM
8.
|
Identification
and classification of members of the
group.
|
Not
applicable.
|
ITEM
9.
|
Notice
of dissolution of group.
|
Not
applicable.
|
ITEM
10.
|
Certifications.
|
Not applicable.
Page 8
of 8
SIGNATURE
After
reasonable inquiry, and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
Dated: February
17, 2009
|
/s/ Joseph F. Pinkerton, III | ||
| Joseph F. Pinkerton, III | |||
|
Dated: February
17, 2009
|
|
/s/ Claire Pinkerton | |
| Claire Pinkerton | |||
| CJP Partners Management, L.L.C. | |||
|
Dated: February
17, 2009
|
By:
|
/s/ Joseph F. Pinkerton, III | |
| Name: Joseph F. Pinkerton, III | |||
| Title: Manager | |||
|
Dated: February
17, 2009
|
By:
|
/s/ Claire Pinkerton | |
| Name: Claire Pinkerton | |||
| Title: Manager | |||