Atlantic Power Form 4 ATLANTIC POWER / Jeffrey S Levy ownership change

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

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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^*

Levy Jeffrey S

(Last) (First) (Middle)

C/O 3 ALLIED DRIVE

SUITE 155

(Street)

DEDHAM MA 02026

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ATLANTIC POWER CORP [ AT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2019

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 shares	02/26/2019		M		18,622	A	(1)	133,720	D
Common shares	02/26/2019		F		9,311	D	$2.72	133,720	D
Common shares	02/26/2019		M		23,110	A	(2)	133,720	D
Common shares	02/26/2019		F		11,554	D	$2.72	133,720	D
Common shares	02/26/2019		M		30,404	A	(3)	133,720	D
Common shares	02/26/2019		F		15,201	D	$2.72	133,720	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
Notional shares	(4)	02/26/2019		M			27,933	(4)	(4)	Common shares	27,933	$2.72	226,978	D
Notional shares	(5)	02/26/2019		M			34,664	(5)	(5)	Common shares	34,664	$2.72	226,978	D
Notional shares	(6)	02/26/2019		M			45,605	(6)	(6)	Common shares	45,605	$2.72	226,978	D
Notional shares	(7)	02/26/2019		A		101,103		(7)	(7)	Common shares	101,103	(7)	226,978	D

Explanation of Responses:

1. The reporting person acquired shares pursuant to the vesting (disclosed on Table II) of notional shares awarded in 2016. Two thirds of the vested notional shares were settled in common shares and one third were settled in cash, which was deposited into the reporting persons applicable payroll tax withholding account.

2. The reporting person acquired shares pursuant to the vesting (disclosed on Table II) of notional shares awarded in 2017. Two thirds of the vested notional shares were settled in common shares and one third were settled in cash, which was deposited into the reporting persons applicable payroll tax withholding account.

3. The reporting person acquired shares pursuant to the vesting (disclosed on Table II) of notional shares awarded in 2018. Two thirds of the vested notional shares were settled in common shares and one third were settled in cash, which was deposited into the reporting persons applicable payroll tax withholding account.

4. The reporting person vested in respect of one-third of the notional shares granted in 2016.

5. The reporting person vested in respect of one-third of the notional shares granted in 2017.

6. The reporting person vested in respect of one-third of the notional shares granted in 2018.

7. Represents a grant of notional shares pursuant to the Company's Long-Term Incentive Plan (LTIP) in 2019 in respect of the 2018 performance year, which will vest ratably with respect to one-third on each of February 28, 2020, February 28, 2021 and February 28, 2022. Under the LTIP, each notional share represents a right to receive one-third in cash, which will be deposited into the reporting persons applicable payroll tax withholding account, and the remainder in common shares.

	/s/ John S. Miele, attorney-in-fact	02/28/2019
	** 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).
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