Philip Daniel Rorabaugh Form 3 ATLANTIC POWER / Philip Daniel Rorabaugh 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^*

Rorabaugh Philip Daniel

(Last) (First) (Middle)

C/O 3 ALLIED DRIVE

SUITE 220

(Street)

DEDHAM MA 02026

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2017

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Asset Management

5. 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 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 shares	61,582	D

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
Notional shares	(1)	(1)	Common shares	154,277	(1)	D

Explanation of Responses:

1. Represents notional shares granted under the Company's Long-Term Incentive Plan (LTIP). Approximately 50,355 notional shares will vest on February 28, 2018, 40,896 notional shares will vest February 28, 2019 and 15,756 notional shares will vest on February 28, 2020. The remaining 47,269 notional shares have performance criteria for vesting. The notional shares are scheduled to vest one-third on each of February 28, 2018, February 28, 2019 and February 28, 2020. However, each year based on a performance assessment by the Compensation Committee of the Board of Directors, Mr. Rorabaugh is eligible to receive between 0% and 150% of the original one-third target amount. 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	11/15/2017
	** 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).
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