FuelCell Energy (FCEL) Form 3 FUELCELL ENERGY / Paul F Browning 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^*

Browning Paul F

(Last) (First) (Middle)

C/O FUELCELL ENERGY, INC.

3 GREAT PASTURE ROAD

(Street)

DANBURY CT 06813-1305

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2015

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

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

X	Director	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)

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 Stock	40,000	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
Director Stock Option (right to buy)	(1)	08/05/2025	Common Stock	79,643(2)	0.76	D

Explanation of Responses:

1. 40,000 options vest at a rate of 25% per year from date of grant (8/05/2015). 39,643 options vest at a rate of 50% per quarter from date of grant (8/05/2015).

2. Granted pursuant to the Director's Compensation Plan.

Remarks:

browningpoa.txt

	Jacqueline Perez-Ares, As Power of Attorney	08/12/2015
	** 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).
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