SEC Form 4
FORM 4	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
or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL	

OMB Number:	
3235-0287	

Estimated average burden	

hours per response:	
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	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	 	 	
1. Name and Address of Reporting Person *
Rubin Jason Peter	

(Last)	
(First)	
(Middle)	

C/O ACTIVE POWER, INC.	

2128 W. BRAKER LANE, BK12	

(Street)
AUSTIN	
TX	
78758	

(City)	
(State)	
(Zip)	

	2. Issuer Name and Ticker or Trading Symbol
ACTIVE POWER INC [ ACPW ]	5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
 	
Director	
 	
10% Owner	

X	
Officer (give title below)	
 	
Other (specify below)	

VP of Manufacturing	

	 	
 	3. Date of Earliest Transaction (Month/Day/Year)
05/17/2013	 	 	 	
 	4. If Amendment, Date of Original Filed (Month/Day/Year)
	6. Individual or Joint/Group Filing (Check Applicable Line)
X	
Form filed by One Reporting Person	

 	
Form filed by More than One Reporting Person	

	 	 	
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	 	
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/17/2013	 	M	 	750	A	(1)	4,546	D	 	 	 	 	
Common Stock	05/17/2013	 	F	 	245	D	$4.22	4,301	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	7. Title and Amount of Securities Underlying Derivative Security (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: 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	 	 	 	 	 	 	 	 	
Restricted Stock Units	(2)	05/17/2013	 	M	 	 	750	(3)	(3)	Common Stock	750	$0	8,250	D	 	 	 	 	 	
Explanation of Responses:	
1. Shares issued upon the vesting of restricted stock units.	
2. Each restricted stock unit represents a contingent right to receive one share of common stock.	
3. With continued service, the restricted stock units, representing a right to receive a total of 12,000 shares, vest in a series of sixteen equal quarterly installments upon the completion of each quarter beginning on 05/17/2012. Vested shares are delivered to the reporting person as soon as practicable after vesting, but in each case within the period ending no later than the later of the 15th day of the 3rd month following the end of the (i) fiscal year or the (ii) calendar year, which in either case includes the vesting date.	
Remarks:	
 	
 	Jason Peter Rubin	05/20/2013	
 	** Signature of Reporting Person	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).	
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.	

 
CONFIRMING STATEMENT

This Statement confirms that the undersigned, officer or director of Active Power, Inc., who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, has authorized and designated J. Douglas Milner, Steven Fife, Shelly Kilpatrick and Beth Sarno (the “Authorized Signatories”) to execute and file on the undersigned’s behalf a Form ID and all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Active Power, Inc.  The authority of the Authorized Signatories under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned’s ownership of or transactions in securities of Active Power, Inc., unless earlier revoked in writing, and, with respect to an Authorized Signatory, until such time as any Authorized Signatory ceases to be an employee of Active Power, Inc.  The undersigned acknowledges that the Authorized Signatories are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or any other aspect of the federal securities laws, and that the undersigned is responsible for timely and accurately providing information to the Authorized Signatories with respect to any reportable transaction, as well as compliance with the Company’s insider trading and internal pre-clearance policies with respect to transactions involving its securities.

Date:	12-18-2012	 	Signed:	/s/ Jason Peter Rubin	
 	 	 	 	Jason Peter Rubin	

 

 
 
NOTARIZED AUTHENTICATION

____State of Texas_____)

____County of Travis___)

____________________)

On this 18th day of December, 2012, before me Diane Reytag Lung, Notary Public, personally appeared Jason Rubin, known personally to me (or proved on the basis of satisfactory evidence) to be the undersigned and he executed foregoing Confirming Statement.

IN WITNESS HEREOF, I have hereunto set my hand and official seal.

 	/s/ Diane Reytag Lung	
 	NOTARY PUBLIC	
 	 	
 	My commission expires on 6-21-2014