BP XXIV Meter Form 3 MECHANICAL TECHNOLOGY / Edward R Hirshfield 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Hirshfield Edward R

(Last) (First) (Middle)

122 EAST 42ND STREET, SUITE 4305

(Street)

NEW YORK NY 10168

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2016

3. Issuer Name and Ticker or Trading Symbol
MECHANICAL TECHNOLOGY INC [ MKTY ]

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Common Stock, $0.01 par value(1)	3,750,000	I	By: Brookstone Partners Acquisition XXIV, LLC(2)

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

1. Name and Address of Reporting Person^*

Hirshfield Edward R

(Last) (First) (Middle)

122 EAST 42ND STREET, SUITE 4305

(Street)

NEW YORK NY 10168

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookstone Partners Acquisition XXIV, LLC

(Last) (First) (Middle)

122 EAST 42ND STREET, SUITE 4305

(Street)

NEW YORK NY 10168

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BP XXIV Flow, LLC

(Last) (First) (Middle)

122 EAST 42ND STREET, SUITE 4305

(Street)

NEW YORK NY 10168

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BP XXIV Meter, LLC

(Last) (First) (Middle)

122 EAST 42ND STREET, SUITE 4305

(Street)

NEW YORK NY 10168

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by Brookstone Partners Acquisition XXIV, LLC ("Brookstone XXIV"), BP XXIV Flow, LLC ("Brookstone Flow"), BP XXIV Meter, LLC ("Brookstone Meter") and Edward R. Hirshfield (collectively, the "Reporting Persons"). Mr. Hirshfield is a director of the Issuer. Each of the other Reporting Persons may be deemed to be a director by deputization by virtue of the fact that Mr. Hirshfield, the Managing Member of Brookstone Meter, which in turn is the Managing Member of Brookstone Flow, which in turn is the Managing Member of Brookstone XXIV, is a director of the Issuer.

2. Represents securities owned directly by Brookstone XXIV. As the Managing Member of Brookstone XXIV, Brookstone Flow may be deemed to beneficially own the securities owned directly by Brookstone XXIV. As the Managing Member of Brookstone Flow, Brookstone Meter may be deemed to beneficially own the securities owned directly by Brookstone XXIV. As the Managing Member of Brookstone Meter, Mr. Hirshfield may be deemed to beneficially own the securities owned directly by Brookstone XXIV. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

	By: /s/ Edward R. Hirshfield	10/27/2016
	By: Brookstone Partners Acquisition XXIV, LLC, By: BP XXIV Flow, LLC, Managing Member, By: BP XXIV Meter, LLC, Managing Member, By: /s/ Edward R. Hirshfield, Managing Member	10/27/2016
	By: BP XXIV Flow, LLC, By: BP XXIV Meter, LLC, Managing Member, By: /s/ Edward R. Hirshfield, Managing Member	10/27/2016
	By: BP XXIV Meter, LLC, By: /s/ Edward R. Hirshfield, Managing Member	10/27/2016
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.