SEC Filing | AMSC

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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^*

DiCecco Susan J

(Last)

(First)

(Middle)

C/O AMERICAN SUPERCONDUCTOR CORPORATION

64 JACKSON ROAD

(Street)

DEVENS

01434

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2009

3. Issuer Name and Ticker or Trading Symbol
AMERICAN SUPERCONDUCTOR CORP /DE/ [ AMSC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Corporate Administration

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)
Common Stock	11,600	D
Common Stock	588⁽¹⁾	I	By 401(k) Plan

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)
Stock Option (Right to buy)	04/17/2004⁽²⁾	04/17/2013	Common Stock	1,200	3.44	D
Stock Option (Right to buy)	04/23/2003⁽³⁾	04/23/2012	Common Stock	250	7.81	D
Stock Option (Right to buy)	04/26/2005⁽⁴⁾	04/26/2014	Common Stock	1,750	13.94	D
Stock Option (Right to buy)	04/26/2008⁽⁵⁾	04/26/2017	Common Stock	4,000	14.77	D
Stock Option (Right to buy)	05/11/2010⁽⁶⁾	05/11/2019	Common Stock	12,000	25.5	D

Explanation of Responses:

1. The reporting person holds 588 shares indirectly through the company's 401(k) plan as of July 31, 2009.

2. The options are vested with respect to 1,200 shares.

3. The options are vested with respect to 250 shares.

4. The options are vested with respect to 1,750 shares.

5. The options are vested with respect to 2,667shares. The remaining 1,333 shares will vest on 4/27/2010.

6. The 12,000 shares will vest in three equal annual installments beginning 5/11/2010.

	/s/ David A. Henry, Attorney-in-Fact	08/13/2009
	** 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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LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS


       Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of David A. Henry, Gregory J. Yurek and Patrick J. Rondeau, signing
singly and each acting individually, as the undersigned's true and lawful attorney-in-fact
with full power and authority as hereinafter described to the extent the undersigned is
unavailable to do so himself, to:

1.	execute for and on behalf of the undersigned, in the undersigned's capacity as an
officer and/or director of American Superconductor Corporation (the
"Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder; (the "Exchange Act").

2.	do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to prepare, complete and execute any such Form 3, 4, or
5, prepare, complete and execute any amendment or amendments thereto, and
timely deliver and file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority.

3.	seek and obtain, as the undersigned's representative and on the undersigned's
behalf, information regarding transactions in the Company's securities from any
third party, including brokers, employee benefit plan administrators and trustees,
and the undersigned hereby authorizes any such person to release any such
information to such attorney-in-fact and approves and ratifies any such release of
information; and

4.	take any action of any type whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or proper to
be done in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledged that the foregoing attorney-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming nor relieving, nor is the
Company assuming nor relieving, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.  The undersigned acknowledges that
neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the
undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements, or (iii) any
obligation or liability of the undersigned for profit disgorgement under Section 16(b) of
the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 10th day of August, 2009.

				                         /s/ Susan J. DiCecco
						               Signature



						             Susan J. DiCecco
						                Print Name

BOSTON 1391350v1