Panora Robert A Form 3/A TECOGEN / ROBERT A PANORA ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

PANORA ROBERT A

(Last) (First) (Middle)

C/O TECOGEN, INC.

45 FIRST AVE

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2022

3. Issuer Name and Ticker or Trading Symbol
TECOGEN INC. [ TGEN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO and President

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/11/2022

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	04/29/2026	Common Stock	12,723	0.79	D
Stock Option (Right to Buy)	(2)	07/09/2030	Common Stock	200,000	0.71	D
Stock Option (Right to Buy)	01/21/2023(3)	01/21/2032	Common Stock	52,500	1.1	D

Explanation of Responses:

1. Converted from options to acquire shares of American DG Energy Inc.; vested in connection with merger of American DG Energy Inc. with a subsidiary of Tecogen Inc.

2. Vests 50% upon achievement of Adjusted EBITDA goal in two consecutive quarters, and 50% upon achievement of Adjusted EBITDA goal in four consecutive quarters

3. Vests 50% per year

Remarks:

	/s/ Robert A. Panora	05/06/2022
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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