SEC Filing

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SEC FORM 3 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^*

Rubin Jason Peter

(Last)

(First)

(Middle)

2128 W. BRAKER LN., BK 12

(Street)

AUSTIN

78758

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2006

3. Issuer Name and Ticker or Trading Symbol
ACTIVE POWER INC [ ACPW ]

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

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

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽¹⁾	02/12/2013	Common Stock	5,250	1.22	D
Employee Stock Option (right to buy)	⁽²⁾	04/24/2013	Common Stock	7,813	1.18	D
Employee Stock Option (right to buy)	⁽³⁾	02/13/2014	Common Stock	15,000	3.24	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/14/2015	Common Stock	6,852	3.24	D
Employee Stock Option (right to buy)	⁽⁵⁾	02/14/2015	Common Stock	23,148	3.24	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/03/2016	Common Stock	23,809	4.2	D
Employee Stock Option (right to buy)	⁽⁷⁾	02/03/2016	Common Stock	16,191	4.2	D
Employee Stock Option (right to buy)	⁽⁸⁾	01/25/2011	Common Stock	5,000	20	D
Employee Stock Option (right to buy)	⁽⁹⁾	01/25/2011	Common Stock	3,500	20	D
Employee Stock Option (right to buy)	⁽¹⁰⁾	07/24/2012	Common Stock	625	1.81	D

Explanation of Responses:

1. Option shares are immediately exercisable. 2,625 shares are currently vested. With continued service, the remaining 2,625 shares will vest in equal quarterly installments through 02/12/2007.

2. Option shares are immediately exercisable. 3,125 shares are currently vested. With continued service, the remaining 4,688 shares will vest in equal quarterly installments through 04/24/2007.

3. Option shares are immediately exercisable. 3,750 shares are currently vested. With continued service, the remaining 11,250 shares will vest in equal quarterly installments through 02/13/2008.

4. Option shares are immediately exercisable. 1,142 shares are currently vested. With continued service, the remaining 5,710 shares will vest in equal quarterly installments through 02/14/2009.

5. Option shares are immediately exercisable. 3,858 shares are currently vested. With continued service, the remaining 19,290 shares will vest in equal quarterly installments through 02/14/2009.

6. Option shares are immediately exercisable. With continued service, 5,952 shares will vest 02/03/2007 and thereafter the remaining 17,857 shares will vest in equal quarterly installments through 02/03/2010.

7. Option shares are immediately exercisable. With continued service, 4,047 shares will vest 02/03/2007 and thereafter the remaining 12,144 shares will vest in equal quarterly installments through 02/03/2010.

8. Option shares are immediately exercisable. All 5,000 shares are currently vested.

9. Option shares are immediately exercisable. All 3,500 shares are currently vested.

10. Option shares are immediately exercisable. All 625 shares are currently vested.

	/s/ Maya Walker (Attorney-in-Fact)	10/12/2006
	** 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.

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                              CONFIRMING STATEMENT

        This Statement confirms that the undersigned, Rod Bond, has authorized
and designated John K. Penver, Catherine Brophy and Maya Walker to execute and
file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments
thereto) that the undersigned may be required to file with the U.S. Securities
and Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of Active Power, Inc. The authority of John K.
Penver, Catherine Brophy and Maya Walker under this Statement shall continue
until the undersigned is no longer required to file Forms 3, 4, and 5 with
regard to the undersigned's ownership of or transactions in securities of Active
Power, Inc., unless earlier revoked in writing. The undersigned acknowledges
that John K. Penver, Catherine Brophy and Maya Walker are not assuming any of
the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

Date:  October 5, 2006                 /s/ Jason P. Rubin
                                        ----------------------------------------
                                        Jason P. Rubin