sc13gza
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
American Superconductor Corporation
 
(Name of Issuer)
Common Stock
 
(Title of Class of Securities)
030111108
 
(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)
May 15, 2009
 
(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.
 
030111108 
 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Kevin Douglas
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,744,158 (1)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8   SHARED DISPOSITIVE POWER
     
    3,744,400 (2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,744,400
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.0%(3)
     
12   TYPE OF REPORTING PERSON
   
  IN
(1)     Kevin Douglas and his wife, Michelle Douglas, hold 1,656,228 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 1,087,930 shares.
 
(2)     Kevin Douglas has dispositive power with respect to 382,010 shares held by James E. Douglas, III and 618,232 shares held by the Douglas Family Trust.
 
(3)     Based on 43,287,057 shares of the Issuer’s Common Stock outstanding as of February 2, 2009, as reported in its report on  Form 10-Q for the fiscal quarter ended December 31, 2008.

Page 2 of 13


 

SCHEDULE 13G/A
                     
CUSIP No.
 
030111108 
 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Michelle Douglas
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,744,158 (1)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8   SHARED DISPOSITIVE POWER
     
    2,744,158 (1)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,744,158
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.0%(2)
     
12   TYPE OF REPORTING PERSON
   
  IN
(1)     Michelle Douglas and her husband, Kevin Douglas, hold 1,656,228 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 1,087,930 shares.
 
(2)     Based on 43,287,057 shares of the Issuer’s Common Stock outstanding as of February 2, 2009, as reported in its report on
Form 10-Q for the fiscal quarter ended December 31, 2008.

Page 3 of 13


 

SCHEDULE 13G/A
                     
CUSIP No.
 
030111108 
 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
James E. Douglas, III
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   382,010
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8   SHARED DISPOSITIVE POWER
     
    382,010 (1)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  382,010
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  1.0%(2)
     
12   TYPE OF REPORTING PERSON
   
  IN
(1)     Kevin Douglas has dispositive power with respect to 382,010 shares held by James E. Douglas, III.
 
(2)     Based on 43,287,057 shares of the Issuer’s Common Stock outstanding as of February 2, 2009, as reported in its report on
Form 10-Q for the fiscal quarter ended December 31, 2008.

Page 4 of 13


 

SCHEDULE 13G/A
                     
CUSIP No.
 
030111108 
 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
K&M Douglas Trust (1)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,656,228 (2)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8   SHARED DISPOSITIVE POWER
     
    1,656,228 (2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,656,228 (2)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  4.0%(3)
     
12   TYPE OF REPORTING PERSON
   
  OO
(1)     Kevin Douglas and Michelle Douglas are joint beneficiaries and co-trustees of the K&M Douglas Trust.
 
(2)     Kevin Douglas and Michelle Douglas hold 1,656,228 shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust.
 
(3)     Based on 43,287,057 shares of the Issuer’s Common Stock outstanding as of February 2, 2009, as reported in its report on
Form 10-Q for the fiscal quarter ended December 31, 2008.

Page 5 of 13


 

SCHEDULE 13G/A
                     
CUSIP No.
 
030111108 
 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Douglas Family Trust (1)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  5   SOLE VOTING POWER
     
NUMBER OF   618,232
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8   SHARED DISPOSITIVE POWER
     
    618,232 (2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  618,232
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  1.0%(2)
     
12   TYPE OF REPORTING PERSON
   
  OO
(1)     James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are co trustees.
 
(2)     Kevin Douglas has dispositive power with respect to 618,232 shares held by the Douglas Family Trust.
 
(3)     Based on 43,287,057 shares of the Issuer’s Common Stock outstanding as of February 2, 2009, as reported in its report on Form 10-Q for the fiscal quarter ended December 31, 2008.

Page 6 of 13


 

SCHEDULE 13G/A
                     
CUSIP No.
 
030111108 
 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
James Douglas and Jean Douglas Irrevocable Descendants’ Trust (1)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,087,930
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,087,930
       
WITH 8   SHARED DISPOSITIVE POWER
     
    -0-
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,087,930
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  2.5%(2)
     
12   TYPE OF REPORTING PERSON
   
  OO
(1)     Kevin Douglas and Michelle Douglas, husband and wife, are co trustees.
 
(2)     Based on 43,287,057 shares of the Issuer’s Common Stock outstanding as of February 2, 2009, as reported in its report on Form 10-Q for the fiscal quarter ended December 31, 2008.

Page 7 of 13


 

Item 1.
  (a)   Name of Issuer:
American Superconductor Corporation
 
  (b)   Address of Issuer’s Principal Executive Offices:
Two Technology Drive
Westborough, MA 015812
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:
030111108
 
  (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:
030111108

Page 8 of 13


 

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.

Page 9 of 13


 

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)
    1,656,228  
 
       
James E. Douglas, III (3)
    382,010  
 
       
Douglas Family Trust (4)
    618,232  
 
       
James Douglas and Jean Douglas Irrevocable Descendants’ Trust (5)
    1,087,930  
 
       
 
       
Total
    3,744,400  
 
(1)   Kevin Douglas has (i) shared voting and shared dispositive power with respect to all 1,656,228 shares he holds jointly with his wife, Michelle Douglas, as the beneficiaries and co-trustees of the K&M Douglas Trust; (ii) shared dispositive power with respect to all 382,010 shares held directly by James E. Douglas, III and all 618,232 shares held directly by the Douglas Family Trust pursuant to written authorizations; and (iii) shared voting and shared dispositive power, in his capacity as co-trustee, with respect to all 1,087,930 shares held directly by the James Douglas and Jean Douglas Irrevocable Descendants’ Trust.
 
(2)   Michelle Douglas has (i) shared voting and shared dispositive power with respect to all 1,656,228 shares she holds jointly with her husband, Kevin Douglas, as the beneficiaries and co-trustees of the K&M Douglas Trust and (ii) shared voting and shared dispositive power, in her capacity as co-trustee, with respect to all 1,087,930 shares held directly by the James Douglas and Jean Douglas Irrevocable Descendants’ Trust.
 
(3)   James E. Douglas, III has sole voting power with respect to all 382,010 shares he holds directly and has shared dispositive power along with Kevin Douglas with respect to all of such shares.
 
(4)   The Douglas Family Trust has sole voting power with respect to all 618,232 shares it holds directly and has shared dispositive power with Kevin Douglas with respect to all of such shares.
 
(5)   The James Douglas and Jean Douglas Irrevocable Descendants’ Trust has sole voting and sole dispositive power with respect to all 1,087,930 shares it holds directly.
          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.

Page 10 of 13


 

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.

Page 11 of 13


 

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: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Kevin Douglas
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Michelle Douglas
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      James E. Douglas, III
 
       
 
      DOUGLAS FAMILY TRUST
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Name: James E. Douglas, Jr.
 
      Title: Trustee
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Name: Jean A. Douglas
 
      Title: Trustee
 
       
 
      K&M DOUGLAS TRUST
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Name: Kevin Douglas
 
      Title: Trustee
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Name: Michelle Douglas
 
      Title: Trustee
 
       
 
      JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’ TRUST
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Name: Kevin Douglas
 
      Title: Trustee
 
       
 
  Date: May 19, 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 American Superconductor Corporation’s Common Stock 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: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Kevin Douglas
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Michelle Douglas
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      James E. Douglas, III
 
       
 
      DOUGLAS FAMILY TRUST
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Name: James E. Douglas, Jr.
 
      Title: Trustee
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Name: Jean A. Douglas
 
      Title: Trustee
 
       
 
      K&M DOUGLAS TRUST
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Name: Kevin Douglas
 
      Title: Trustee
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Name: Michelle Douglas
 
      Title: Trustee
 
       
 
      JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’ TRUST
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Name: Kevin Douglas
 
      Title: Trustee
 
       
 
  Date: May 19, 2009   By: /s/ Eileen Davis-Wheatman, as Attorney-in-Fact
 
       
 
      Name: Michelle Douglas
 
      Title: Trustee