UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2*)

Active Power, Inc.
(Name of Issuer)

Common Stock, par value $0.001
(Title of Class of Securities)

00504W100
(CUSIP Number)

December 31, 2010
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o           Rule 13d-1(b)
x           Rule 13d-1(c)
o           Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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 (however, see the Notes).

 

 

1	Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)	
 	  	
 	Stephen J. Clearman	
2	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	(a) o	
 	(b) x	
3	SEC Use Only	

4	Citizenship or Place of Organization	
 	 	
 	United States of America	
 	5	Sole Voting Power	
 	 	 	
 	  	0	
Number of	6	Shared Voting Power	
Shares	 	 	
Beneficially	  	7,000,000	
Owned by	7	Sole Dispositive Power	
Each Reporting	 	 	
Person With	  	0	
 	8	Shared Dispositive Power	
 	 	 	
 	  	7,000,000	
9	Aggregate Amount Beneficially Owned by Each Reporting Person 	
 	  	
 	7,000,000	
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	
 	  	
 	o	
11	Percent of Class Represented by Amount in Row (9) 	
 	  	
 	8.8%	
12	Type of Reporting Person (See Instructions)	
 	 	
 	IN	

 

 

1	Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)	
 	  	
 	Tushar Shah	
2	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	(a) o	
 	(b) x	
3	SEC Use Only	

4	Citizenship or Place of Organization	
 	 	
 	United States of America	
 	5	Sole Voting Power	
 	 	 	
 	  	0	
Number of	6	Shared Voting Power	
Shares	 	 	
Beneficially	  	7,000,000	
Owned by	7	Sole Dispositive Power	
Each Reporting	 	 	
Person With	  	0	
 	8	Shared Dispositive Power	
 	 	 	
 	  	7,000,000	
9	Aggregate Amount Beneficially Owned by Each Reporting Person 	
 	  	
 	7,000,000	
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	
 	  	
 	o	
11	Percent of Class Represented by Amount in Row (9) 	
 	  	
 	8.8%	
12	Type of Reporting Person (See Instructions)	
 	 	
 	IN	

 

 
 
1	Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)	
 	  	
 	Kinderhook GP, LLC	
2	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	(a) o	
 	(b) x	
3	SEC Use Only	

4	Citizenship or Place of Organization	
 	 	
 	Delaware	
 	5	Sole Voting Power	
 	 	 	
 	  	0	
Number of	6	Shared Voting Power	
Shares	 	 	
Beneficially	  	7,000,000	
Owned by	7	Sole Dispositive Power	
Each Reporting	 	 	
Person With	  	0	
 	8	Shared Dispositive Power	
 	 	 	
 	  	7,000,000	
9	Aggregate Amount Beneficially Owned by Each Reporting Person 	
 	  	
 	7,000,000	
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	
 	  	
 	o	
11	Percent of Class Represented by Amount in Row (9) 	
 	  	
 	8.8%	
12	Type of Reporting Person (See Instructions)	
 	 	
 	OO	

 

 

1	Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)	
 	  	
 	Kinderhook Partners, LP	
2	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	(a) o	
 	(b) x	
3	SEC Use Only	

4	Citizenship or Place of Organization	
 	 	
 	Delaware	
 	5	Sole Voting Power	
 	 	 	
 	  	0	
Number of	6	Shared Voting Power	
Shares	 	 	
Beneficially	  	7,000,000	
Owned by	7	Sole Dispositive Power	
Each Reporting	 	 	
Person With	  	0	
 	8	Shared Dispositive Power	
 	 	 	
 	  	7,000,000	
9	Aggregate Amount Beneficially Owned by Each Reporting Person 	
 	  	
 	7,000,000	
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	
 	  	
 	o	
11	Percent of Class Represented by Amount in Row (9) 	
 	  	
 	8.8%	
12	Type of Reporting Person (See Instructions)	
 	 	
 	PN	

 

 

 
Item	1(a) 	Name of Issuer:	
 
Active Power, Inc. (the "Issuer").
 
 	1(b) 	Address of the Issuer's Principal Executive Offices:	

2128 W. Braker Lane, BK12
Austin, TX 78758

Item 	2(a) 	Name of Person Filing:	

Stephen J. Clearman
Tushar Shah
Kinderhook GP, LLC
Kinderhook Partners, LP

 	2(b) 	Address of Principal Business Office, or, if None, Residence:	

1 Executive Drive
Suite 160
Fort Lee, NJ 07024

 	2(c) 	Citizenship:	

Stephen J. Clearman - United States of America
Tushar Shah - United States of America
Kinderhook GP, LLC - Delaware
Kinderhook Partners, LP - Delaware

 	2(d) 	Title of Class of Securities:	

Common Stock, par value $0.001

 	2(e) 	CUSIP Number:	

00504W100

Item 	3.	This statement is filed pursuant to Rule 13d-1(c).	

Item 	4. 	Ownership:	

Ownership as of December 31, 2010 is incorporated herein by reference from items (5) – (9) and (11) of the cover page of this Schedule 13G.
 
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. 	Certification:	

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 

 

 
 
SIGNATURES

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

 
Date: January 5, 2011	KINDERHOOK PARTNERS, L.P.	 	
 	 	 	 	
 	By:	/s/ Stephen J. Clearman	 	
 	 	Name: Stephen J. Clearman	 	
 	 	Title: Managing Member	 	
 	 	 	 	
 	KINDERHOOK GP, LLC	 	
 	 	 	 	
 	By:	/s/ Stephen J. Clearman	 	
 	 	Name: Stephen J. Clearman	 	
 	 	Title: Managing Member	 	
 	 	 	 	
 	/s/ Tushar Shah	 	
 	Name: Tushar Shah	 	
 	 	 	 	
 	/s/ Stephen J. Clearman	 	
 	Name: Stephen J. Clearman