UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| American Superconductor Corp. |
(Name of issuer)
| Common Share |
(Title of class of securities)
| 030111108 |
(CUSIP number)
| Donna M. Cochener Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 (206) 622-3150 |
(Name, address and telephone number of person authorized to receive notices and communications)
| January 21, 2012 |
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | 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 13D
| CUSIP No. 030111108 | Page 2 of 12 Pages |
| (1) | Names of reporting persons
Kevin Douglas | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
N/A (Expiration of call option) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
U.S.A. | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) |
Sole voting power
657,332 (1) | ||||
| (8) |
Shared voting power
7,273,684 (2) | |||||
| (9) |
Sole dispositive power
657,332 (1) | |||||
| (10) |
Shared dispositive power
11,078,168 (3) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
11,735,500 | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
22.8% (4) | |||||
| (14) |
Type of reporting person (see instructions)
IN | |||||
| (1) | Held by the KGD 2010 Annuity Trust I, of which Kevin Douglas is the trustee and beneficiary. |
| (2) | Kevin Douglas and his wife, Michelle Douglas, hold jointly as the beneficiaries and co-trustees of the K&M Douglas Trust 3,567,864 shares. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust, which holds 3,705,820 shares. |
| (3) | Kevin Douglas has dispositive power with respect to (a) 1,175,310 shares held by James E. Douglas III, (b) 1,971,842 shares held by the Douglas Family Trust, and (c) 657,332 shares held by the MMD 2010 Annuity Trust I, of which Michelle Douglas is trustee and beneficiary, in addition to the shares listed in footnote (2) above. |
| (4) | Based on 51,421,143 shares of the Issuer’s common stock outstanding as of November 1, 2011, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2011 filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2011. |
SCHEDULE 13D
| CUSIP No. 030111108 | Page 3 of 12 Pages |
| (1) | Names of reporting persons
Michelle Douglas | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
N/A (Expiration of call option) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
U.S.A. | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) |
Sole voting power
657,332 (1) | ||||
| (8) |
Shared voting power
7,273,684 (2) | |||||
| (9) |
Sole dispositive power
0 | |||||
| (10) |
Shared dispositive power
7,931,016 (3) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
7,931,016 (3) | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
15.4% (4) | |||||
| (14) |
Type of reporting person (see instructions)
IN | |||||
| (1) | Held by the MMD 2010 Annuity Trust I, of which Michelle Douglas is the trustee and beneficiary. |
| (2) | Kevin Douglas and his wife, Michelle Douglas, hold jointly as the beneficiaries and co-trustees of the K&M Douglas Trust 3,567,864 shares. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust, which holds 3,705,820 shares. |
| (3) | Includes shares held in the MMD 2010 Annuity Trust I in addition to the shares listed in footnote 2 above. |
| (4) | Based on 51,421,143 shares of the Issuer’s common stock outstanding as of November 1, 2011, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2011 filed with the SEC on November 9, 2011. |
SCHEDULE 13D
| CUSIP No. 030111108 | Page 4 of 12 Pages |
| (1) | Names of reporting persons
James E. Douglas III | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
N/A (Expiration of call option) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
U.S.A. | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) |
Sole voting power
1,175,310 | ||||
| (8) |
Shared voting power
0 | |||||
| (9) |
Sole dispositive power
0 | |||||
| (10) |
Shared dispositive power
1,175,310 (1) | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,175,310 | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
2.3% (2) | |||||
| (14) |
Type of reporting person (see instructions)
IN | |||||
| (1) | Kevin Douglas also has dispositive power. |
| (2) | Based on 51,421,143 shares of the Issuer’s common stock outstanding as of November 1, 2011, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2011 filed with the SEC on November 9, 2011. |
SCHEDULE 13D
| CUSIP No. 030111108 | Page 5 of 12 Pages |
| (1) | Names of reporting persons
K&M Douglas Trust (1) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
N/A (Expiration of call option) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
U.S.A. | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) |
Sole voting power
3,567,864 | ||||
| (8) |
Shared voting power
0 | |||||
| (9) |
Sole dispositive power
3,567,864 | |||||
| (10) |
Shared dispositive power
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
3,567,864 | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
6.9% (2) | |||||
| (14) |
Type of reporting person (see instructions)
OO | |||||
| (1) | Kevin Douglas and Michelle Douglas, husband and wife, are beneficiaries and co-trustees. |
| (2) | Based on 51,421,143 shares of the Issuer’s common stock outstanding as of November 1, 2011, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2011 filed with the SEC on November 9, 2011. |
SCHEDULE 13D
| CUSIP No. 030111108 | Page 6 of 12 Pages |
| (1) | Names of reporting persons
Douglas Family Trust (1) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
N/A (Expiration of call option) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
U.S.A. | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) |
Sole voting power
1,971,842 | ||||
| (8) |
Shared voting power
0 | |||||
| (9) |
Sole dispositive power
0 | |||||
| (10) |
Shared dispositive power
1,971,842 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,971,842 | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
3.8% (3) | |||||
| (14) |
Type of reporting person (see instructions)
OO | |||||
| (1) | James E. Douglas and Jean A. Douglas, husband and wife, are co-trustees. |
| (2) | Kevin Douglas also has dispositive power. |
| (3) | Based on 51,421,143 shares of the Issuer’s common stock outstanding as of November 1, 2011, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2011 filed with the SEC on November 9, 2011. |
SCHEDULE 13D
| CUSIP No. 030111108 | Page 7 of 12 Pages |
| (1) | Names of reporting persons
James Douglas and Jean Douglas Irrevocable Descendants’ Trust (1) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
N/A (Expiration of call option) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
U.S.A. | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) |
Sole voting power
3,705,820 | ||||
| (8) |
Shared voting power
0 | |||||
| (9) |
Sole dispositive power
3,705,820 | |||||
| (10) |
Shared dispositive power
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
3,705,820 | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
7.2% (3) | |||||
| (14) |
Type of reporting person (see instructions)
OO | |||||
| (1) | Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees. |
| (2) | Based on 51,421,143 shares of the Issuer’s common stock outstanding as of November 1, 2011, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2011 filed with the SEC on November 9, 2011. |
SCHEDULE 13D
| CUSIP No. 030111108 | Page 8 of 12 Pages |
| (1) | Names of reporting persons
KGD 2010 Annuity Trust I (1) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
N/A (Expiration of call option) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
U.S.A. | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) |
Sole voting power
657,332 | ||||
| (8) |
Shared voting power
0 | |||||
| (9) |
Sole dispositive power
657,332 | |||||
| (10) |
Shared dispositive power
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
657,332 | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
1.3% (2) | |||||
| (14) |
Type of reporting person (see instructions)
OO | |||||
| (1) | Kevin Douglas is the trustee and beneficiary. |
| (2) | Based on 51,421,143 shares of the Issuer’s common stock outstanding as of November 1, 2011, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2011 filed with the SEC on November 9, 2011. |
SCHEDULE 13D
| CUSIP No. 030111108 | Page 9 of 12 Pages |
| (1) | Names of reporting persons
MMD 2010 Annuity Trust I (1) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
N/A (Expiration of call option) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
U.S.A. | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) |
Sole voting power
657,332 | ||||
| (8) |
Shared voting power
0 | |||||
| (9) |
Sole dispositive power
0 | |||||
| (10) |
Shared dispositive power
657,332 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
657,332 | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
1.3% (3) | |||||
| (14) |
Type of reporting person (see instructions)
OO | |||||
| (1) | Michelle Douglas is the trustee and beneficiary. |
| (2) | Kevin Douglas also has dispositive power. |
| (3) | Based on 51,421,143 shares of the Issuer’s common stock outstanding as of November 1, 2011, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2011 filed with the SEC on November 9, 2011. |
SCHEDULE 13D
| CUSIP No. 030111108 | Page 10 of 12 Pages |
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed with the SEC on April 6, 2011, as previously amended by the Schedule 13D/A filed with the SEC on October 7, 2022 (the “Schedule 13D”). Except as set forth in this Amendment, the Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
This Amendment discloses the expiration on January 21, 2012 of certain call options pursuant to which the Filers had the right to purchase additional shares of common stock of the Company at a price of $60.00 per share. These options expired unexercised.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
The beneficial ownership of the Stock by each Filer at the date hereof is reflected on that Reporting Person’s cover page.
The Filers held call options to purchase shares of common stock for the number of shares indicated below at an exercise price $60.00 per share which expired unexercised on January 21, 2012. There were no other transactions in the Stock by the Filers since 60 days before the date on the cover page of this Amendment:
| Name |
Number of shares subject to expired option | |||
| K&M Douglas Trust |
400,000 | |||
| James Douglas and Jean Douglas Irrevocable Descendants’ Trust |
330,000 | |||
| Douglas Family Trust |
170,000 | |||
| James E. Douglas III |
100,000 | |||
SCHEDULE 13D
| CUSIP No. 030111108 | Page 11 of 12 Pages |
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: January 31, 2012 | *Kevin Douglas | |||||
| KEVIN DOUGLAS | ||||||
| Date: January 31, 2012 | *Michelle Douglas | |||||
| MICHELLE DOUGLAS | ||||||
| Date: January 31, 2012 | *James E. Douglas III | |||||
| JAMES E. DOUGLAS III | ||||||
| K&M DOUGLAS TRUST | ||||||
| Date: January 31, 2012 | By: | *Kevin Douglas | ||||
| Kevin Douglas | ||||||
| Title: Trustee | ||||||
| Date: January 31, 2012 | By: | *Michelle Douglas | ||||
| Michelle Douglas | ||||||
| Title: Trustee | ||||||
| DOUGLAS FAMILY TRUST | ||||||
| Date: January 31, 2012 | By: | *James E. Douglas, Jr. | ||||
| James E. Douglas, Jr. | ||||||
| Title: Trustee | ||||||
| Date: January 31, 2012 | By: | *Jean A. Douglas | ||||
| Jean A. Douglas | ||||||
| Title: Trustee | ||||||
| JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’ TRUST | ||||||
| Date: January 31, 2012 | By: | *Kevin Douglas | ||||
| Kevin Douglas | ||||||
| Title: Trustee | ||||||
| Date: January 31, 2012 | By: | *Michelle Douglas | ||||
| Michelle Douglas | ||||||
| Title: Trustee | ||||||
SCHEDULE 13D
| CUSIP No. 030111108 | Page 12 of 12 Pages |
| KGD 2010 ANNUITY TRUST I | ||||||
| Date: January 31, 2012 | By: | *Kevin Douglas | ||||
| Kevin Douglas | ||||||
| Title: Trustee | ||||||
| MMD ANNUITY TRUST I | ||||||
| Date: January 31, 2012 | By: | *Michelle Douglas | ||||
| Michelle Douglas | ||||||
| Title: Trustee | ||||||
| *Eileen Wheatman | ||
| By: |
/s/ Eileen Wheatman | |
| Eileen Wheatman | ||
| Attorney-in-Fact | ||