SEC Filing | AMSC

Names of Reporting Persons

Kevin Douglas

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

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Citizenship or Place of Organization

United States

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SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

American Superconductor Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

030111207

(CUSIP Number of Class of Securities)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

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

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	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

CUSIP No. 030111207

(1)	Kevin Douglas and his wife, Michelle Douglas, hold 834,533 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 656,262 shares.

(2)	Kevin Douglas also has dispositive power with respect to 204,100 shares held by James E. Douglas, III and 344,353 shares held by the Douglas Family Trust.

(3)	Based on 21,765,463 shares of the Issuer’s common stock outstanding as of November 1, 2019, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019.

Page 2 of 11

SCHEDULE 13G

CUSIP No. 030111207

(1)	Kevin Douglas and his wife, Michelle Douglas, hold 834,533 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 656,262 shares.

(2)	Based on 21,765,463 shares of the Issuer’s common stock outstanding as of November 1, 2019, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 5, 2019.

Page 3 of 11

SCHEDULE 13G

CUSIP No. 030111207

*	Less than one percent.

(1)	Kevin Douglas has dispositive power with respect to 204,100 shares held by James E. Douglas III.

(2)	Based on 21,765,463 shares of the Issuer’s common stock outstanding as of November 1, 2019, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 5, 2019.

Page 4 of 11

SCHEDULE 13G

CUSIP No. 030111207

(1)	Kevin Douglas and Michelle Douglas, husband and wife, are beneficiaries and co-trustees.

(2)	Kevin Douglas and his wife, Michelle Douglas, hold 834,533 shares jointly as the beneficiaries of the K&M Douglas Trust.

(3)	Based on 21,765,463 shares of the Issuer’s common stock outstanding as of November 1, 2019, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 5, 2019.

Page 5 of 11

SCHEDULE 13G

CUSIP No. 030111207

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

(2)	Kevin Douglas has dispositive power with respect to 344,353 shares held by the Douglas Family Trust.

(3)	Based on 21,765,463 shares of the Issuer’s common stock outstanding as of November 1, 2019, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 5, 2019.

Page 6 of 11

SCHEDULE 13G

CUSIP No. 030111207

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

(2)	Based on 21,765,463 shares of the Issuer’s common stock outstanding as of November 1, 2019, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 5, 2019.

Page 7 of 11

SCHEDULE 13G

The following information amends and supplements the Schedule 13D filed on April 11, 2011, as amended by Amendment No. 1 filed on October 7, 2011, Amendment No. 2 filed on February 1, 2012, Amendment No. 3 filed on February 14, 2013 and Amendment No. 4 filed on May 5, 2015.

Item 1.

(a)

Name of Issuer:

American Superconductor Corporation

(b)

Address of Issuer’s Principal Executive Offices:

114 East Main Street

Ayer, Massachusetts 01432

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, par value $0.01 per share

(e)

CUSIP NUMBER:

030111207

(2)(a)

NAME OF PERSONS FILING:

K&M Douglas Trust

Douglas Family 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, par value $0.01 per share

(e)

CUSIP NUMBER:

030111207

Page 8 of 11

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)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	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)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J)

Not Applicable.

Item 4.

Ownership

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

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 (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 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 9 of 11

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: ☐

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 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, other than activities solely in connection with a nomination under §240.14.a-11.

Page 10 of 11

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 27, 2020	* Kevin Douglas
	KEVIN DOUGLAS

Date: January 27, 2020	* Michelle Douglas
	MICHELLE DOUGLAS

Date: January 27, 2020	* James E. Douglas III
	JAMES E. DOUGLAS III

	K&M DOUGLAS TRUST

Date: January 27, 2020	* Kevin Douglas
	By:	Kevin Douglas
	Title:	Trustee

Date: January 27, 2020	* Michelle Douglas
	By:	Michelle Douglas
	Title:	Trustee

	DOUGLAS FAMILY TRUST

Date: January 27, 2020	* James E. Douglas, Jr.
	By:	James E. Douglas, Jr.
	Title:	Trustee

Date: January 27, 2020	* Jean A. Douglas
	By:	Jean A. Douglas
	Title:	Trustee

	JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’ TRUST

Date: January 27, 2020	* Kevin Douglas
	By:	Kevin Douglas
	Title:	Trustee

Date: January 27, 2020	* Michelle Douglas
	By:	Michelle Douglas
	Title:	Trustee


*By:		/s/ Eileen Wheatman
		Eileen Wheatman
		Attorney-in-fact

EX-A

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 to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of shares Common Stock of American Superconductor Corporation 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: January 27, 2020	* Kevin Douglas
	KEVIN DOUGLAS

Date: January 27, 2020	* Michelle Douglas
	MICHELLE DOUGLAS

Date: January 27, 2020	* James E. Douglas III
	JAMES E. DOUGLAS III

	K&M DOUGLAS TRUST

Date: January 27, 2020	* Kevin Douglas
	By:	Kevin Douglas
	Title:	Trustee

Date: January 27, 2020	* Michelle Douglas
	By:	Michelle Douglas
	Title:	Trustee

	DOUGLAS FAMILY TRUST

Date: January 27, 2020	* James E. Douglas, Jr.
	By:	James E. Douglas, Jr.
	Title:	Trustee

Date: January 27, 2020	* Jean A. Douglas
	By:	Jean A. Douglas
	Title:	Trustee

	JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’ TRUST

Date: January 27, 2020	* Kevin Douglas
	By:	Kevin Douglas
	Title:	Trustee

Date: January 27, 2020	* Michelle Douglas
	By:	Michelle Douglas
	Title:	Trustee


*By:		/s/ Eileen Wheatman
		Eileen Wheatman
		Attorney-in-fact