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*
DOUGLAS KEVIN

(Last) (First) (Middle)
125 E SIR FRANCIS DRAKE BLVD, STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2010
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 X 10% Owner
Officer (give title below) X Other (specify below)
13(d)(3) Group
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 1,839,328 D(1)(2)
Common Stock 1,186,930 I(2)(3) By James Douglas and Jean Douglas Irrevocable Descendants? Trust
Common Stock 674,232 I(2)(4) By Douglas Family Trust
Common Stock 412,010 I(2)(5) By James E Douglas III
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Long call position (right to buy) 02/02/2009 01/22/2011 Common Stock 120,000 45 D(1)(2)
Long call position (right to buy) 02/02/2009 01/22/2011 Common Stock 99,000 45 I(2)(3) By James Douglas and Jean Douglas Revocable Descendants? Trust
Long call position (right to buy) 02/02/2009 01/22/2011 Common Stock 51,000 45 I(2)(4) By Douglas Family Trust
Long call position (right to buy) 02/02/2009 01/22/2011 Common Stock 30,000 45 I(2)(5) By James E. Douglas III
Long call position (right to buy) 02/25/2010 01/21/2012 Common Stock 400,000 60 D(1)(2)
Long call position (right to buy) 02/25/2010 01/21/2012 Common Stock 330,000 60 I(2)(3) By James Douglas and Jean Douglas Revocable Descendants? Trust
Long call position (right to buy) 02/25/2010 01/21/2012 Common Stock 170,000 60 I(2)(4) By Douglas Family Trust
Long call position (right to buy) 02/25/2010 01/21/2012 Common Stock 100,000 60 I(2)(5) By James E. Douglas III
1. Name and Address of Reporting Person*
DOUGLAS KEVIN

(Last) (First) (Middle)
125 E SIR FRANCIS DRAKE BLVD, STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DOUGLAS FAMILY TRUST

(Last) (First) (Middle)
125 E SIR FRANCIS DRAKE BLVD, STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST

(Last) (First) (Middle)
125 E SIR FRANCIS DRAKE BLVD, STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DOUGLAS JAMES E III

(Last) (First) (Middle)
125 E SIR FRANCIS DRAKE BLVD, STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
Explanation of Responses:
1. These shares are held directly and jointly by Kevin Douglas and his wife, Michelle Douglas.
2. Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively the "Reporting Persons") may be deemed a memmber of a "group" within the meaning of Section 13(d)(3) of the Securities and 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. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 4 shall not be deemed 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.
3. These shares are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust.
4. These shares are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee of the Douglas Family Trust.
5. These shares are held directly by James E. Douglas III and indirectly by Kevin Douglas.
Remarks:
Exhibit 24 Power of Attorney for Section 16 Filings
/s/ Eileen Davis-Wheatman , By Eileen Davis-Wheatman, Attorney-in-fact for Kevin Douglas 03/08/2010
/s/ Eileen Davis-Wheatman, By Eileen Davis-Wheatman, Attorney-in-fact for Douglas Family Trust 03/08/2010
/s/ Eileen Davis-Wheatman, By Eileen Davis-Wheatman, Attorney-in-fact for James Douglas and Jean Douglas Irrevocable Descendants? Trust 03/08/2010
/s/ Eileen Davis-Wheatman, By Eileen Davis-Wheatman, Attorney-in-fact for James E. Douglas III 03/08/2010
** 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.
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POWER OF ATTORNEY
LIMITED POWER OF ATTORNEY FOR
REPORTING OBLIGATIONS UNDER SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
The undersigned hereby make, constitute and appoint each of Tim McGaw, Eileen Davis-Wheatman and Kevin Douglas, acting either individually or together, as each of the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of each of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5 (including any amendments thereto) with respect to the securities of American Semiconductor Corporation, a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder;
(2) seek or obtain, as each of the undersigned’s representative and on each of the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, in connection with the foregoing, and the undersigned hereby authorizes any such person to release any such information to any of the attorneys-in-fact and approve and ratify any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledge that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) none of such attorneys-in-fact assumes (i) any liability for any responsibility of the undersigned to comply with the requirements of the Exchange Act, or (ii) any liability of the undersigned for any failure to comply with such requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the obligations of the undersigned under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
The undersigned hereby give and grant each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, appropriate or desirable to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until the undersigned are 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 each such attorney-in-fact.
The undersigned have caused this Limited Power of Attorney to be executed as of this 8th day of March, 2010.
         
  Kevin Douglas
 
 
  /s/ Kevin Douglas    
     
     
  Michelle Douglas
 
 
  /s/ Michelle Douglas    
     
 
James E. Douglas III
 
 
  /s/ James E. Douglas III    
     
     
  K&M Douglas Trust
 
 
  /s/ Kevin Douglas    
  By:   Kevin Douglas   
  Title:   Trustee   
 
     
  /s/ Michelle Douglas    
  By:   Michelle Douglas   
  Title:   Trustee   
 
  Douglas Family Trust
 
 
  /s/ James E. Douglas, Jr.    
  By:   James E. Douglas, Jr.   
  Title:   Trustee   
 
     
  /s/ Jean A. Douglas    
  By:   Jean A. Douglas   
  Title:   Trustee   
 
  James Douglas And Jean Douglas
Irrevocable Descendants’ Trust
 
 
  /s/ Kevin Douglas    
  By:   Kevin Douglas   
  Title:   Trustee   
 
     
  /s/ Michelle Douglas    
  By:   Michelle Douglas   
  Title:   Trustee