UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
American Superconductor Corp.
(Name of Issuer)
Common Share
(Title of Class of Securities)
030111108
(CUSIP Number)
Ryan J. York
Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, WA 98101
(206) 622-3150
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 13, 2013
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 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 § 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 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 Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 030111108 |
| 1 |
NAMES OF REPORTING PERSONS
Kevin Douglas | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
0 | ||||
| 8 | SHARED VOTING POWER:
10,089,965 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||||
| 10 | SHARED DISPOSITIVE POWER:
13,792,507 (2) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,792,507 (1)(2) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.0% (3) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Kevin Douglas and his wife, Michelle Douglas, hold jointly as the beneficiaries and co-trustees of the K&M Douglas Trust 5,705,331 shares. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust, which holds 4,384,634 shares. |
| (2) | Kevin Douglas has dispositive power with respect to (a) 1,381,010 shares held by James E. Douglas III, and (b) 2,321,532 shares held by the Douglas Family Trust, in addition to the shares listed in footnote (1) above. |
| (3) | Based on 57,540,057 shares of the Issuer’s common stock outstanding as of February 6, 2013, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2012 filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2013. |
| CUSIP No. 030111108 |
| 1 |
NAMES OF REPORTING PERSONS
Michelle Douglas | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
0 | ||||
| 8 | SHARED VOTING POWER:
10,089,965 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||||
| 10 | SHARED DISPOSITIVE POWER:
10,089,965 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,089,965 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.5% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Kevin Douglas and his wife, Michelle Douglas, hold jointly as the beneficiaries and co-trustees of the K&M Douglas Trust 5,705,331 shares. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust, which holds 4,384,634 shares. |
| (2) | Based on 57,540,057 shares of the Issuer’s common stock outstanding as of February 6, 2013, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2012 filed with the SEC on February 11, 2013. |
| CUSIP No. 030111108 |
| 1 |
NAMES OF REPORTING PERSONS
James E. Douglas III | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
1,381,010 | ||||
| 8 | SHARED VOTING POWER:
0 | |||||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||||
| 10 | SHARED DISPOSITIVE POWER:
1,381,010 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,381,010 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.4% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Kevin Douglas also has dispositive power. |
| (2) | Based on 57,540,057 shares of the Issuer’s common stock outstanding as of February 6, 2013, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2012 filed with the SEC on February 11, 2013. |
| CUSIP No. 030111108 |
| 1 |
NAMES OF REPORTING PERSONS
K&M Douglas Trust (1) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
5,705,331 | ||||
| 8 | SHARED VOTING POWER:
0 | |||||
| 9 | SOLE DISPOSITIVE POWER:
5,705,331 | |||||
| 10 | SHARED DISPOSITIVE POWER:
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,705,331 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.9% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Kevin Douglas and Michelle Douglas, husband and wife, are beneficiaries and co-trustees. |
| (2) | Based on 57,540,057 shares of the Issuer’s common stock outstanding as of February 6, 2013, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2012 filed with the SEC on February 11, 2013. |
| CUSIP No. 030111108 |
| 1 |
NAMES OF REPORTING PERSONS
Douglas Family Trust (1) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
2,321,532 | ||||
| 8 | SHARED VOTING POWER:
0 | |||||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||||
| 10 | SHARED DISPOSITIVE POWER:
2,321,532 (2) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,321,532 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.0% (3) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | James E. Douglas and Jean A. Douglas, husband and wife, are co-trustees. |
| (2) | Kevin Douglas also has dispositive power. |
| (3) | Based on 57,540,057 shares of the Issuer’s common stock outstanding as of February 6, 2013, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2012 filed with the SEC on February 11, 2013. |
| CUSIP No. 030111108 |
| 1 |
NAMES OF REPORTING PERSONS
James Douglas and Jean Douglas Irrevocable Descendants’ Trust (1) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
4,384,634 | ||||
| 8 | SHARED VOTING POWER:
0 | |||||
| 9 | SOLE DISPOSITIVE POWER:
4,384,634 | |||||
| 10 | SHARED DISPOSITIVE POWER:
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,384,634 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.6% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees. |
| (2) | Based on 57,540,057 shares of the Issuer’s common stock outstanding as of February 6, 2013, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2012 filed with the SEC on February 11, 2013. |
Schedule 13D
This Amendment No. 3 (“Amendment”) amends and supplements the Schedule 13D filed with the SEC on April 6, 2011, as previously amended by the Schedule 13D/A filed with the SEC on October 7, 2011 and the Schedule 13D/A filed with the SEC on February 1, 2012 (the “Schedule 13D”). Except as set forth in this Amendment, the Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
This Amendment discloses additional purchases of the Stock on February 6-13, 2013. The source and amount of funds used in purchasing the additional shares of Stock were as follows:
| Purchaser |
Source of Funds | Amount | ||||||
| K&M Douglas Trust |
PF | $ | 1,261,396 | |||||
| James A. Douglas & Jean Douglas Irrevocable Descendant’s Trust |
PF | $ | 1,040,655 | |||||
| Douglas Family Trust |
PF | $ | 536,091 | |||||
| James E. Douglas III |
PF | $ | 315,347 | |||||
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
The beneficial ownership of the Stock by each Filer at the date hereof is reflected on that Reporting Person’s cover page.
The Filers effected the following transactions in the Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Stock by the Filers since 60 days before the date on the cover page of this Amendment:
| 1. | Purchase of shares by K&M Douglas Trust in the past sixty days: |
| Date of Purchase |
Number of Shares Purchased | Price Per Share | ||||||
| February 6, 2013 |
68,467 | $ | 2.85 | |||||
| February 7, 2013 |
28,149 | $ | 2.81 | |||||
| February 8, 2013 |
17,848 | $ | 2.82 | |||||
| February 11, 2013 |
57,258 | $ | 3.10 | |||||
| February 12, 2013 |
145,601 | $ | 3.05 | |||||
| February 13, 2013 |
98,000 | $ | 3.22 | |||||
| 2. | Purchase of shares by James Douglas and Jean Douglas Irrevocable Descendant’s Trust in the past sixty days: |
| Date of Purchase |
Number of Shares Purchased | Price Per Share | ||||||
| February 6, 2013 |
56,486 | $ | 2.85 | |||||
| February 7, 2013 |
23,223 | $ | 2.81 | |||||
| February 8, 2013 |
14,725 | $ | 2.82 | |||||
| February 11, 2013 |
47,238 | $ | 3.10 | |||||
| February 12, 2013 |
120,121 | $ | 3.05 | |||||
| February 13, 2013 |
80,850 | $ | 3.22 | |||||
| 3. | Purchase of shares by Douglas Family Trust in the past sixty days: |
| Date of Purchase |
Number of Shares Purchased | Price Per Share | ||||||
| February 6, 2013 |
29,099 | $ | 2.85 | |||||
| February 7, 2013 |
11,963 | $ | 2.81 | |||||
| February 8, 2013 |
7,585 | $ | 2.82 | |||||
| February 11, 2013 |
24,334 | $ | 3.10 | |||||
| February 12, 2013 |
61,880 | $ | 3.05 | |||||
| February 13, 2013 |
41,650 | $ | 3.22 | |||||
| 4. | Purchase of shares by James E. Douglas III in the past sixty days: |
| Date of Purchase |
Number of Shares Purchased | Price Per Share | ||||||
| February 6, 2013 |
17,117 | $ | 2.85 | |||||
| February 7, 2013 |
7,037 | $ | 2.81 | |||||
| February 8, 2013 |
4,462 | $ | 2.82 | |||||
| February 11, 2013 |
14,314 | $ | 3.10 | |||||
| February 12, 2013 |
36,400 | $ | 3.05 | |||||
| February 13, 2013 |
24,500 | $ | 3.22 | |||||
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.
| Date: February 14, 2013 | *Kevin Douglas | |||
| KEVIN DOUGLAS | ||||
| Date: February 14, 2013 | *Michelle Douglas | |||
| MICHELLE DOUGLAS | ||||
| Date: February 14, 2013 | *James E. Douglas III | |||
| JAMES E. DOUGLAS III | ||||
| K&M DOUGLAS TRUST | ||||
| Date: February 14, 2013 | *Kevin Douglas | |||
| By: Kevin Douglas | ||||
| Title: Trustee | ||||
| Date: February 14, 2013 | *Michelle Douglas | |||
| By: Michelle Douglas | ||||
| Title: Trustee | ||||
| DOUGLAS FAMILY TRUST | ||||
| Date: February 14, 2013 | *James E. Douglas, Jr. | |||
| By: James E. Douglas, Jr. | ||||
| Title: Trustee | ||||
| Date: February 14, 2013 | *Jean A. Douglas | |||
| By: Jean A. Douglas | ||||
| Title: Trustee | ||||
| JAMES DOUGLAS AND JEAN DOUGLAS | ||||
| IRREVOCABLE DESCENDANTS’ TRUST | ||||
| Date: February 14, 2013 | *Kevin Douglas | |||
| By: Kevin Douglas | ||||
| Title: Trustee | ||||
| Date: February 14, 2013 | *Michelle Douglas | |||
| By: Michelle Douglas | ||||
| Title: Trustee | ||||
| *Eileen Wheatman |
| /s/ Eileen Wheatman |
| By: Eileen Wheatman Attorney-in-Fact |