Bishop Michael S. Form 4 FUELCELL ENERGY / Michael S. Bishop 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^*

Bishop Michael S.

(Last) (First) (Middle)

C/O FUELCELL ENERGY, INC.

3 GREAT PASTURE ROAD

(Street)

DANBURY CT 06810

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FUELCELL ENERGY INC [ FCEL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr VP, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2018

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 Stock	04/06/2018		M		58,333	A	$0(1)	152,625	D
Common Stock	04/06/2018		F		18,282(2)	D	$1.8	134,343	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
Employee Restricted Stock Unit	(1)	04/05/2018		A(3)		168,539		(4)	(4)	Common Stock	168,539	(1)	343,539	D
Employee Restricted Stock Unit	(1)	04/05/2018		A(3)		100,000		(5)	(5)	Common Stock	100,000	(1)	443,539	D
Employee Restricted Stock Unit	(1)	04/06/2018		M			58,333(6)	(4)	(4)	Common Stock	58,333	$0.0000(1)	385,206	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of common stock upon vesting of the Restricted Stock Unit.

2. Represents shares netted for taxes pursuant to vesting of a portion of Restricted Stock Units granted on April 6, 2017.

3. Awarded under the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan.

4. The Restricted Stock Units vest 1/3 on each of the first, second and third anniversaries of the date of grant, subject to continued employment.

5. The Restricted Stock Units vest 100% on the third anniversary of the date of grant subject to continued employment.

6. Represents shares distributed pursuant to vesting of a portion of Restricted Stock Units granted on April 6, 2017.

	/s/ Michael S. Bishop	04/09/2018
	** 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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