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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. _ )*
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
OOO Onexim Group
13/1 Tverskoi Boulevard
Russian Federation 123104
011 7 495 229 2937
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o
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 persons 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, as amended (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).
Explanatory Note: This Statement on Schedule 13D is being filed by Mikhail D. Prokhorov (Mr.
Prokhorov) to disclose the sale (the Sale) of a number of shares representing 25% of the issued
share capital of OJSC MMC Norilsk Nickel (Norilsk Nickel) plus one share (the Norilsk Nickel
Shares) to United Company Rusal Limited (UC Rusal). Prior to the Sale, Mr. Prokhorov, by virtue
of his indirect ownership of Norilsk Nickel and indirect ownership of Branton Limited (of which Smart
Hydrogen, Inc. (Smart Hydrogen) is a subsidiary), could, pursuant to Section 13(d) of the Act and
rules of the Securities and Exchange Commission adopted thereunder, be deemed to have the power to
vote or direct the voting of and the power to dispose or direct the disposition of, the common
stock, par value $0.01 per share (the Common Stock), of Plug Power Inc., a Delaware corporation
(Plug Power) owned by Smart Hydrogen (the Shares). Pursuant to Rule 13d-1(k)(1) of the Act,
Mr. Prokhorov made joint filings on Schedule 13D with Smart Hydrogen, Norilsk Nickel, Clayburn
Development Inc., Branton Limited (Branton) and Vladimir O. Potanin (Mr. Potanin) in respect of the Shares. See the Statement on Schedule 13D originally filed on April 20, 2006, as amended by
Amendment No. 1 thereto filed on July 10, 2006 and
Amendment No. 2 thereto filed on April 24, 2008 (such Schedule 13D, as so amended, the Joint Schedule 13D), relating to the Common Stock of Plug Power.
Item 1. Security and Issuer
This statement relates to the Common Stock of Plug Power. Plug Powers principal executive offices
are located at 968 Albany-Shaker Road, Latham, New York 12110.
Item 2. Identity and Background
(a) The name of the person filing this statement: Mikhail D. Prokhorov.
(b) Mr. Prokhorovs principal business address is: 13/1 Tverskoi Blvd, Moscow, Russian Federation
(c) Mr. Prokhorovs
present principal occupation: President of the
OOO Onexim Group.
(d) During the last five years Mr. Prokhorov has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Prokhorov has not been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction and is not subject to any 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.
(f) Mr. Prokhorov is a citizen of the Russian Federation.
Item 4. Purpose of Transaction
Item 4 of the Joint Schedule 13D is hereby incorporated by reference and amended and supplemented as follows.
As previously disclosed, on April 17, 2008 Mr. Prokhorov and Mr. Potanin agreed that Mr. Prokhorov will convey his entire interest in Branton to Mr. Potanin.
Mr. Prokhorov agreed to sell to UC Rusal the Norilsk Nickel Shares, subject to certain conditions, including receipt of certain
Russian and other governmental and third-party approvals and
consents. On April 24, 2008 Mr. Prokhorov completed the
transfer of the Norilsk Nickel Shares to UC Rusal.
Except as set forth above, Mr. Prokhorov has no plans or proposals that would relate to or
result in any of the matters set forth in items (a) through (j) of Item 4 of Schedule 13D. Mr. Prokhorov reserves the right to formulate plans or make proposals, and take such actions, including any action that relates to or would result in the occurrence of any or all of the events specified in clauses (a) through (j) of Item 4 of Schedule 13D, and any other actions, as he may determine.
Item 5. Interest in Securities of the Issuer
(a) - (b) Item 5 of the Joint Schedule 13D is hereby incorporated by reference and amended and supplemented as follows.
Mr. Prokhorov, by virtue of his indirect ownership of Norilsk Nickel and direct ownership
of Branton, could, pursuant
to Section 13(d) of the Act and rules of the Securities and Exchange Commission adopted thereunder,
be deemed to have the power to vote or direct the voting of and the power to dispose or direct the
disposition of, the Shares. Accordingly, pursuant to
such rules, Mr. Prokhorov could be deemed to be the beneficial owner of the Shares, and thereby the
beneficial owner of 44,626,939 shares of Common Stock (approximately
34.97% of the shares of Common Stock deemed to be outstanding). Pursuant to Rule 13d-4 of the Act, the filing of this statement shall not
be construed as an admission that Mr. Prokhorov is, for the purpose of section 13(d) or 13(g) of
the Act, the beneficial owner of the Common Stock.
The number of shares of Common Stock that may be deemed to be beneficially owned by Mr. Prokhorov and the
percentage of outstanding shares represented thereby have been computed in accordance with Rule
13d-3 under the Act. The ownership of such reporting person is based
on 88,124,168 shares of
Common Stock of Plug Power outstanding as of March 31, 2008, as
provided by Plug Powers Proxy Statement on
Schedule 14A filed on April 17, 2008, plus 39,500,000 shares of Common Stock issuable to Smart Hydrogen upon the conversion of 395,000 shares of Class B Capital stock.
(c) See Item 4 above, which is hereby incorporated by reference.
(d) Item 5 of the Joint Schedule 13D is hereby incorporated by reference.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Item 6 of the Joint Schedule 13D is hereby incorporated by reference.