SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Crespo Jose Luis

(Last)

(First)

(Middle)

C/O PLUG POWER INC.,

968 ALBANY-SHAKER ROAD

(Street)

LATHAM

12110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2021

3. Issuer Name and Ticker or Trading Symbol
PLUG POWER INC [ PLUG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	GM, MATL Handling, Key Accts

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	346,610⁽¹⁾⁽²⁾	D
Common Stock	37,781	I	401(k) Plan⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽⁴⁾	08/28/2028	Common Stock	66,668	$1.96	D
Stock Option (Right to Buy)	⁽⁵⁾	08/19/2029	Common Stock	66,667	$2.23	D
Stock Option (Right to Buy)	⁽⁶⁾	08/19/2029	Common Stock	66,667	$2.62	D
Stock Option (Right to Buy)	⁽⁷⁾	09/28/2030	Common Stock	175,000	$13.2	D
Performance Stock Option (Right to Buy)	⁽⁸⁾⁽⁹⁾	09/22/2031	Common Stock	1,300,000	$26.92	D

Explanation of Responses:

1. The 346,610 shares consist of restricted stock awards made pursuant to Plug Power's 2011 Stock Option and Incentive Plan (the "2011 Plan"). The shares of restricted stock vest in three substantially equal annual installments beginning on the first anniversary of the applicable grant date set forth in footnote (2). Of the 346,610 shares, 163,276 shares have vested and 183,334 shares remain unvested.

2. Includes (A) a restricted stock award on August 28, 2018 in the amount of 200,000 shares, which are fully vested and of which the Reporting Person holds 66,522 shares; (B) a restricted stock award on August 19, 2019 in the amount of 200,000 shares, of which the Reporting Person holds 133,188 shares, of which 66,521 shares have vested with the remaining 66,667 shares of restricted stock scheduled to vest on August 19, 2022; and (C) a restricted stock award on September 28, 2020 in the amount of 175,000 shares, of which the Reporting Person holds 146,900 shares, of which 30,233 shares have vested with the remaining 116,667 shares of restricted stock scheduled to vest in substantially equal annual installments on September 28, 2022 and September 28, 2023.

3. The Reporting Person holds 37,781 shares of common stock in Plug Power Inc.'s 401(k) plan. The information in this report is based on a plan statement as of December 6, 2021.

4. Awarded pursuant to the 2011 Plan. This option is fully vested and exercisable as of the date hereof.

5. Awarded pursuant to the 2011 Plan. This option was originally granted with the right to purchase 100,000 shares. The shares underlying this option vests and becomes exercisable in three equal annual installments beginning August 19, 2020.

6. Awarded pursuant to the 2011 Plan. This option was originally granted with the right to purchase 100,000 shares. The shares underlying this option vests and becomes exercisable in three equal annual installments beginning August 19, 2020.

7. Awarded pursuant to the 2011 Plan. The shares underlying this option vests and becomes exercisable in three equal annual installments beginning September 28, 2021.

8. Awarded pursuant to the Plug Power Inc. 2021 Stock Option and Incentive Plan. Up to one-third (1/3) of the shares underlying the performance stock options will vest and become exercisable on each of the first three anniversaries of the grant date, provided that the daily volume weighted average price of the Issuer's common stock during any 30 consecutive trading day period in the three year performance period following the grant date of the stock options ("VWAP") equals or exceeds certain levels. 25% of the shares underlying the performance stock options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals $35; an additional 25% of the shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals $50;

9. and the remaining 50% of the shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals or exceeds $100. If the VWAP falls between two of the stock price hurdles, an incremental number of shares underlying the options will become exercisable based on linear interpolation in $1 increments. Failure to achieve any of the stock price hurdles applicable to a performance stock option during the three-year performance period will result in applicable options being un-exercisable. The performance-based stock options have a maximum term of seven years from the grant date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Gerard L. Conway, Jr., Attorney-in-Fact	12/28/2021
	** 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 5 (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.
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