Ronan Terrence Form 4 ATLANTIC POWER / Terrence Ronan 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^*

Ronan Terrence

(Last) (First) (Middle)

C/O ATLANTIC POWER CORPORATION

3 ALLIED DRIVE, SUITE 220

(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)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2018

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 shares	02/27/2018		M		29,429	A	(1)	315,603	D
Common shares	02/27/2018		F		14,714	D	$2.01	315,603	D
Common shares	02/27/2018		M		29,795	A	(2)	315,603	D
Common shares	02/27/2018		F		14,898	D	$2.01	315,603	D
Common shares	02/27/2018		M		33,614	A	(3)	315,603	D
Common shares	02/27/2018		F		16,807	D	$2.01	315,603	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)	02/27/2018		A		119,005		(4)	(4)	Common shares	119,005	(4)	344,538	D
Notional shares	(5)	02/27/2018		M			44,143	(5)	(5)	Common shares	44,143	$2.01	344,538	D
Notional shares	(6)	02/27/2018		M			44,693	(6)	(6)	Common shares	44,693	$2.01	344,538	D
Notional shares	(7)	02/28/2017		M			50,420	(7)	(7)	Common shares	50,420	$2.01	344,538	D

Explanation of Responses:

1. The reporting person acquired shares pursuant to the vesting (disclosed on Table II) of notional shares awarded in 2015. 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 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.

3. 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.

4. Represents a grant of notional shares pursuant to the Company's Long-Term Incentive Plan (LTIP) in 2018 in respect of the 2017 performance year, which will vest ratably with respect to one-third on each of February 28, 2019, February 28, 2020 and February 28, 2021. 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.

5. The reporting person vested in respect of one-third of the notional shares granted in 2015.

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

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

	/s/ John S. Miele, attorney-in-fact	03/01/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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