SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Fuel Tech, Inc.

 

(Name of Issuer)

Common Stock

(Title of Class of Securities)

359523107

(CUSIP Number of Class of Securities)

Jim Black
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
(415) 773-5840

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o		Rule 13d-1(b)
þ		Rule 13d-1(c)
o		Rule 13d-1(d)

(Continued on following pages)

     ^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

SCHEDULE 13G/A

CUSIP No.		359523107

(1)

Kevin Douglas and his wife, Michelle Douglas, hold 676,749 shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust, which holds 411,507 shares. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, Kevin Douglas disclaims ownership of these shares except to the extent of his pecuniary interest therein.

(2)

Kevin Douglas has dispositive power with respect to 159,335 shares held by James E. Douglas, III and 275,406 shares held by the Douglas Family Trust, in addition to the shares held by the K&M Douglas Trust and by the James Douglas and Jean Douglas Irrevocable Descendants’ Trust. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, Kevin Douglas disclaims ownership of these shares except to the extent of his pecuniary interest therein.

(3)

Based on 23,986,622 shares of the Issuer’s Common Stock outstanding as of October 10, 2008, as reported in its report on Form 10-Q for the fiscal quarter ended September 30, 2008.

Page 2 of 13

SCHEDULE 13G/A

CUSIP No.		359523107

(1)

Michelle Douglas and her husband, Kevin Douglas, hold 676,749 shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Michelle Douglas and Kevin Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust, which holds 411,507 shares. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, Michelle Douglas disclaims ownership of these shares except to the extent of her pecuniary interest therein.

(2)

Based on 23,986,622 shares of the Issuer’s Common Stock outstanding as of October 10, 2008, as reported in its report on Form 10-Q for the fiscal quarter ended September 30, 2008.

Page 3 of 13

SCHEDULE 13G/A

CUSIP No.		359523107

SCHEDULE 13G/A

 

SCHEDULE 13G/A/A

CUSIP No.		359523107

(1)

James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are co-trustees.

(2)

Kevin Douglas has dispositive power with respect to 275,406 shares held by the Douglas Family Trust.

(3)

Based on 23,986,622 shares of the Issuer’s Common Stock outstanding as of October 10, 2008, as reported in its report on Form 10-Q for the fiscal quarter ended September 30, 2008.

Page 6 of 13

SCHEDULE 13G/A

CUSIP No.		359523107

(1)

Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees.

(2)

Based on 23,986,622 shares of the Issuer’s Common Stock outstanding as of October 10, 2008, as reported in its report on Form 10-Q for the fiscal quarter ended September 30, 2008.

Page 7 of 13

Item 1.

	(a)		Name of Issuer: Fuel Tech, Inc.
	(b)		Address of Issuer’s Principal Executive Offices: 512 Kingsland Drive Batavia, Illinois 60510

Item 2.

(1)(a)

NAME OF PERSONS FILING: Kevin Douglas Michelle Douglas James E. Douglas, III

	(b)		ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 125 E. Sir Francis Drake Blvd., Ste 400 Larkspur, CA 94939
	(c)		CITIZENSHIP: United States
	(d)		TITLE OF CLASS OF SECURITIES: Common Stock
	(e)		CUSIP NUMBER: 359523107
	(2)(a)		NAME OF PERSONS FILING: Douglas Family Trust K&M Douglas Trust James Douglas and Jean Douglas Irrevocable Descendants’ Trust
	(b)		ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 125 E. Sir Francis Drake Blvd., Ste 400 Larkspur, CA 94939
	(c)		CITIZENSHIP: California
	(d)		TITLE OF CLASS OF SECURITIES: Common Stock
	(e)		CUSIP NUMBER: 359523107

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)		o		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)		o		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)		o		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)		o		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e)		o		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)		o		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)		o		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)		o		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		o		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a- 3);
(j)		o		Group, in accordance with §240.13d-1(b)(1)(ii)(J)

     Not Applicable.

Item 4. Ownership

     Reference is made to Rows 5-9 and 11 of each of the cover pages of this Schedule 13G/A and associated footnotes, which Rows and footnotes are incorporated by reference herein.

     As of the date of the event which required the filing of this Schedule 13G/A, the Reporting Persons held directly the following number of shares of the Issuer’s Common Stock:

		COMMON STOCK
REPORTING PERSON		DIRECTLY HELD
Kevin and Michelle Douglas, K&M Douglas Trust (1)(2)			676,749
James E. Douglas, III (3)			159,335
Douglas Family Trust (4)			275,406
James Douglas and Jean Douglas Irrevocable Descendants’ Trust (5)			411,507
Total			1,522,997

     Each of the Reporting Persons hereunder may be deemed a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Rule 13d-5 promulgated under the Exchange Act with one or more of the other Reporting Persons hereunder. Although the Reporting Persons are reporting such securities as if they were

members of a “group,” the filing of this Schedule 13G/A shall not be construed as an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person.

Item 5. Ownership of Five Percent or Less of a Class

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

     Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

     Not applicable.

Item 8. Identification and Classification of Members of the Group

     See Item 4 of this Schedule 13G/A and the Joint Filing Agreement attached hereto as Exhibit A.

Item 9. Notice of Dissolution of Group

     Not applicable.

Item 10. Certification

     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Kevin Douglas
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Michelle Douglas
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		James E. Douglas, III
		DOUGLAS FAMILY TRUST
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Name: James E. Douglas, Jr. Title: Trustee
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Name: Jean A. Douglas Title: Trustee
		K&M DOUGLAS TRUST
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Name: Kevin Douglas Title: Trustee
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Name: Michelle Douglas Title: Trustee
		JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’ TRUST
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Name: Kevin Douglas Title: Trustee
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Name: Michelle Douglas Title: Trustee

EXHIBIT A

JOINT FILING AGREEMENT

     This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Schedule 13G/A to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of shares of the common stock of Fuel Tech, Inc. is being filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Kevin Douglas
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Michelle Douglas
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		James E. Douglas, III
		DOUGLAS FAMILY TRUST
Date: February 10, 2009		By:		/s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Name: James E. Douglas, Jr. Title: Trustee
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Name: Jean A. Douglas Title: Trustee
		K&M DOUGLAS TRUST
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Name: Kevin Douglas Title: Trustee
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Name: Michelle Douglas Title: Trustee
		JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’ TRUST
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Name: Kevin Douglas Title: Trustee
Date: February 10, 2009		By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
		Name: Michelle Douglas Title: Trustee