UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Plug Power, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
72919P202
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland,N.J 07068
(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 23, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(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 sections
240.13d-7 for other parties to whom copies are to be sent.
*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 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).
Cusip No. not available 72919P202
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power: 8,511,620*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power:
8,511,620*
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 8,511,620 *
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 23.8% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 3,158,900 shares of Common Stock owned by Special
Situations Fund III QP, L.P., 950,000 shares of Common Stock owned by
Special Situations Cayman Fund, L.P., 581,385 shares of Common Stock and
419,145 Warrants (not currently exercisable) owned by Special Situations
Private Equity Fund, L.P., 530,942 shares of Common Stock and 231,239
Warrants (not currently exercisable) owned by Special Situations
Technology Fund, L.P. and 3,290,393 shares of Common Stock and 1,469,616
Warrants owned by Special Situations Technology Fund II, L.P. The
Warrants described above may be exercised to the extent that the total
number of shares of Common Stock then beneficially owned does not exceed
4.99% of the outstanding shares. The Holder may request an increase of
up to 9.99% of the outstanding shares, effective on the 61st day after
notice is given to the Company. The Shares beneficially owned described
herein and percentages of ownership reported in row 13 and item 5, do
not reflect such warrants. See Items 2 and 5 of this Schedule 13D for
additional information.
Item 1. Security and Issuer.
This schedule relates to the common stock Plug Power Inc.
(the ?Issuer?). The Issuer?s principal executive officers are located at
968 Albany Shaker Road, Latham, NY 12110.
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals
of AWM Investment Company, Inc. (?AWM?), the general partner of and
Investment Adviser to Special Situations Cayman Fund, L.P. (?Cayman?).
AWM also serves as the general partner of MGP Advisers Limited
Partnership (?MGP?), the general partner of Special Situations Fund III
QP, L.P. (?SSFQP?). Marxe and Greenhouse are members of MG Advisers
L.L.C. (?MG?), the general partner of Special Situations Private Equity
Fund, L.P. (?SSPE?). Marxe and Greenhouse are also members of SST
Advisers L.L.C. (?SST?), the general partner of Special Situations
Technology Fund, L.P. (?Tech?) and Special Situations Technology Fund
II, L.P. (?Tech2?). AWM serves as the Investment Adviser to SSFQP,
SSPE, Tech and Tech2. (SSFQP, Cayman, SSPE, Tech and Tech 2 will
hereafter be referred to as, the ?Funds?).
The principal office and business address of the Reporting Persons, is
527 Madison Avenue, Suite 2600, New York, N.Y. 10022.
The principal business of each Fund is to invest in equity and equity-
related securities and other securities of any kind or nature.
Mr. Marxe and Mr. Greenhouse have never been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor have either of them been a party to any civil
proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. Mr.
Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase
the securities referred to in this Schedule.
Item 4. Purpose of Transaction.
The securities referred to in this Schedule have been
acquired by each of the Funds for investment purposes and not with the
purpose or effect of changing or influencing control of the Issuer.
Each Fund acquired the securities in the ordinary course of business and
is holding the securities for the benefit of its investors.
Item 5. Interest in Securities of the Issuer.
SSFQP owns 3,158,900 shares of Common Stock or 8.8% of the
outstanding shares, Cayman owns 950,000 shares of Common Stock or 2.7%
of the outstanding shares, SSPE owns 581,385 shares of Common Stock and
419,145 Warrants (not currently exercisable) or 1.6% of the outstanding
shares, Tech owns 530,942 shares of Common Stock and 231,239 Warrants
(not currently exercisable) or 1.5% of the outstanding shares and Tech2
owns 3,290,393 shares of Common Stock and 1,469,616 Warrants (not
currently exercisable), or 9.2% of the outstanding shares. Messrs.
Marxe and Greenhouse share the power to vote or to direct the vote and
the power to dispose or to direct the disposition of all shares of
Common Stock owned by each of, the Funds. Messrs. Marxe and Greenhouse
are deemed to beneficially own a total of 8,511,620 shares of Common
Stock and 2,120,000 Warrants (not currently exercisable), or 23.8% of
the outstanding shares.
The following table reflects the acquisitions and
dispositions by each of the Funds during the sixty days preceding the
date of the event that requires the filing of this statement (each of
which were effected in ordinary brokerage transactions):
A. Special Situations Fund III QP, L.P.
Date
Quantity
Average Price
(Purchases)
Date
Quantity
Average Price
(Sales)
B. Special Situations Cayman Fund, L.P.
Date
Quantity
Average Price
(Purchases)
Date
Quantity
Average Price
(Sales)
C. Special Situations Private Equity Fund, L.P.
Date
Quantity
Average Price
(Purchases)
Date
Quantity
Average Price
(Sales)
3/8/2012 ? 3/16/2012
108,375
$1.82
D. Special Situations Technology Fund, L.P.
Date
Quantity
Average Price
(Purchases)
Date
Quantity
Average Price
(Sales)
3/8/2012 ? 3/16/2012
59,996
$1.82
E. Special Situations Technology Fund II, L.P.
Date
Quantity
Average Price
(Purchases)
Date
Quantity
Average Price
(Sales)
3/8/2012 ? 3/16/2012
380,009
$1.82
The following table reflects the acquisition of Common
Shares pursuant to the March 2012 Public Offering, through Roth Capital
Partners, LLC.
A. Special Situations Fund III QP, L.P.
Date
Quantity
Average Price
(Purchases)
3/28/2012
3,158,900
$1.15
Date
Quantity
Average Price
(Sales)
B. Special Situations Cayman Fund, L.P.
Date
Quantity
Average Price
(Purchases)
3/28/2012
950,000
$1.15
Date
Quantity
Average Price
(Sales)
C. Special Situations Private Equity Fund, L.P.
Date
Quantity
Average Price
(Purchases)
3/28/2012
282,650
$1.15
Date
Quantity
Average Price
(Sales)
D. Special Situations Technology Fund, L.P.
Date
Quantity
Average Price
(Purchases)
3/28/2012
365,558
$1.15
Date
Quantity
Average Price
(Sales)
E. Special Situations Technology Fund II, L.P.
Date
Quantity
Average Price
(Purchases)
3/28/2012
2,242,892
$1.15
Date
Quantity
Average Price
(Sales)
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: April 2, 2012
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the
Schedule 13D to which this agreement is attached is filed on behalf of
each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
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