FuelCell Energy Inc.

12/12/2024 | Press release | Distributed by Public on 12/12/2024 16:31

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bishop Michael S.
2. Issuer Name and Ticker or Trading Symbol
FUELCELL ENERGY INC [FCEL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, TREASURER & CFO
(Last) (First) (Middle)
C/O FUELCELL ENERGY, INC., 3 GREAT PASTURE ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
12/10/2024
(Street)
DANBURY, CT 06810 		4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/10/2024 M 217(1) A $ 0 (2) 6,535 D
Common Stock 12/10/2024 F(3) 101 D $11.35 6,434 D
Common Stock 12/10/2024 M 343(1) A $ 0 (4) 6,777 D
Common Stock 12/10/2024 F(5) 159 D $11.35 6,618 D
Common Stock 12/11/2024 M 4,591(1) A $ 0 (2) 11,209 D
Common Stock 12/11/2024 F(3) 2,128 D $12.56 9,081 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Restricted Stock Unit $ 0 (2) 12/10/2024 M 217(1) (6) (6) Common Stock 217(1) $ 0 0 D
Employee Performance Share Unit $ 0 (4) 12/10/2024 M 343(1) (7) (7) Common Stock 343(1) $ 0 (3) 0 D
Employee Restricted Stock Unit $ 0 (2) 12/11/2024 M 4,591(1) (8) (8) Common Stock 4,591(1) $ 0 9,183(1) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bishop Michael S.
C/O FUELCELL ENERGY, INC.
3 GREAT PASTURE ROAD
DANBURY, CT 06810 		EVP, TREASURER & CFO

Signatures

/s/ Michael S. Bishop 12/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Reflects the 1-for-30 reverse stock split effected by the Issuer on November 8, 2024.
(2) Restricted stock units were converted into common stock on a one-for-one basis.
(3) Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.
(4) Shares were issued in settlement of earned performance share units.
(5) Represents shares withheld to satisfy tax obligations upon the vesting of performance share units.
(6) On December 10, 2021, the reporting person was granted restricted stock units, which vested 1/3 on each of the first, second and third anniversaries of the date of grant, subject to continued employment.
(7) On December 10, 2021, the reporting person was granted performance shares which were based on performance over the three-year performance period ended October 31, 2024, subject to continued employment until the third anniversary of the grant date (December 10, 2024). The performance goal was the TSR of the Company relative to the TSR of the Russell 2000 during the performance period. The Compensation and Leadership Development Committee certified achievement at 52.665% of the target number previously reported (as adjusted to reflect the 1-for-30 reverse stock split effected by the Issuer on November 8, 2024), resulting in the award of 343 shares.
(8) On December 11, 2023, the reporting person was granted restricted stock units, which vest 1/3 on each of the first, second and third anniversaries of the date of grant, subject to continued employment.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.