SEC Filing

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SEC FORM 5 SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Olsen Martin T.

(Last)

(First)

(Middle)

C/O ACTIVE POWER, INC.

2128 W. BRAKER LANE, BK12

(Street)

AUSTIN

78758

(City)

(State)

(Zip)

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

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/17/2012		M4	875⁽²⁾	A	⁽¹⁾	2,275⁽²⁾	D
Common Stock	05/17/2012		F4	231⁽²⁾	D	$3.85⁽²⁾	2,044⁽²⁾	D
Common Stock	08/17/2012		M4	875⁽²⁾	A	⁽¹⁾	2,919⁽²⁾	D
Common Stock	08/17/2012		F4	231⁽²⁾	D	$4.2⁽²⁾	2,688⁽²⁾	D
Common Stock	11/17/2012		M4	875⁽²⁾	A	⁽¹⁾	3,563⁽²⁾	D
Common Stock	11/17/2012		F4	231⁽²⁾	D	$3⁽²⁾	3,332⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	05/17/2012		4M		875⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	875⁽²⁾	$0	13,125⁽²⁾	D
Restricted Stock Units	⁽³⁾	08/17/2012		4M		875⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	875⁽²⁾	$0	12,250⁽²⁾	D
Restricted Stock Units	⁽³⁾	11/17/2012		4M		875⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	875⁽²⁾	$0	11,375⁽²⁾	D

Explanation of Responses:

1. Shares issued upon the vesting of restricted stock units.

2. All amounts included herein have been adjusted to reflect the reverse stock split of Active Power Inc.'s outstanding Common Stock at a reverse split ratio of five-for-one effective as of 5:00 p.m. EST on December 21, 2012.

3. Each restricted stock unit represents a contingent right to receive one share of common stock.

4. With continued service, the restricted stock units, representing a right to receive a total of 14,000 shares, vest in a series of sixteen equal quarterly installments upon the completion of each quarter beginning in 5/17/2012. Vested shares are delivered to the reporting person as soon as practicable after vesting, but in each case within the period ending no later than the later of the 15th day of the 3rd month following the end of the (i) fiscal year or the (ii) calendar year, which in either case includes the vesting date.

Remarks:

	Martin T. Olsen	02/14/2013
	** 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 4 (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.