p11-1252sc13g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
 
Plug Power Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
72919P103
(CUSIP Number)
 
May 25, 2011
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page  1  of  9  Pages)

______________________________
*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 the disclosures provided in a prior cover page.
 
The information required in 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).
 

 
 
 
CUSIP No.  72919P103
 
13G
Page  2 of  9  Pages



     
1
NAMES OF REPORTING PERSONS
Empery Asset Management, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
 
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
1,573,800 shares of Common Stock
Warrants to purchase 1,241,250 shares of Common Stock (see Item 4)*
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
1,573,800 shares of Common Stock
Warrants to purchase 1,241,250 shares of Common Stock (see Item 4)*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,573,800 shares of Common Stock
Warrants to purchase 1,241,250 shares of Common Stock (see Item 4)*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.30%  (see Item 4)
 
12
TYPE OF REPORTING PERSON (see instructions)
PN
 

* As more fully described in Item 4, these reported securities are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker.  However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker.  Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).

 
 
 
CUSIP No.  72919P103
 
13G
Page  3  of  9  Pages



     
1
NAMES OF REPORTING PERSONS
Ryan M. Lane
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
 
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
1,573,800 shares of Common Stock
Warrants to purchase 1,241,250 shares of Common Stock (see Item 4)*
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
1,573,800 shares of Common Stock
Warrants to purchase 1,241,250 shares of Common Stock (see Item 4)*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,573,800 shares of Common Stock
Warrants to purchase 1,241,250 shares of Common Stock (see Item 4)*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.30%  (see Item 4)
 
12
TYPE OF REPORTING PERSON (see instructions)
IN
 

* As more fully described in Item 4, these reported securities are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker.  However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker.  Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
 

 


 
 
 
CUSIP No.  72919P103
 
13G
Page  4  of  9  Pages



     
1
NAMES OF REPORTING PERSONS
Martin D. Hoe
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
 
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
1,573,800 shares of Common Stock
Warrants to purchase 1,241,250 shares of Common Stock (see Item 4)*
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
1,573,800 shares of Common Stock
Warrants to purchase 1,241,250 shares of Common Stock (see Item 4)*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,573,800 shares of Common Stock
Warrants to purchase 1,241,250 shares of Common Stock (see Item 4)*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.30%  (see Item 4)
 
12
TYPE OF REPORTING PERSON (see instructions)
IN
 

* As more fully described in Item 4, these reported securities are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker.  However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker.  Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
 

 

 
 
 
CUSIP No.  72919P103
 
13G
Page  5  of  9  Pages



Item 1 (a).
NAME OF ISSUER:
   
 
Plug Power Inc., a Delaware corporation (the “Company”)

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
968 Albany Shaker Road
 
Latham, New York 12110

Item 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
   
 
Investment Manager
   
   
Empery Asset Management, LP (the "Investment Manager"), with respect to the shares of Common Stock held by certain funds and managed accounts to which the Investment Manager serves as investment manager (collectively, the "Empery Funds").
   
 
Reporting Individuals
   
   
Mr. Ryan M. Lane ("Mr. Lane"), with respect to the shares of Common Stock held by the Empery Funds.
     
   
Mr. Martin D. Hoe ("Mr. Hoe"), with respect to the shares of Common Stock held by the Empery Funds.
   
 
The Investment Manager serves as the investment manager to each of the Empery Funds. Each of the Reporting Individuals is a Managing Member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
The address of the business office of each of the Reporting Persons is:
   
 
120 Broadway, Suite 1019
 
New York, New York 10271

Item 2(c).
CITIZENSHIP:

 
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, $0.01 par value (the "Common Stock")


 
 
 
CUSIP No.  72919P103
 
13G
Page  6  of  9 Pages



Item 2(e).
CUSIP NUMBER:
   
 
72919P103

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 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,
       
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act,
       
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act,
       
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940,
       
 
(e)
¨
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
       
 
(f)
¨
Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
       
 
(g)
¨
Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
       
 
(h)
¨
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
       
 
(i)
¨
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
       
 
(j)
¨
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
OWNERSHIP.

The information as of the filing date required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

The Company's Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on May 25, 2011, indicates that following the consummation of the offering described therein, there will be 21,557,384 shares of Common Stock outstanding.  The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 21,557,384 shares of Common Stock outstanding.

Pursuant to the terms of the reported warrants (the “Reported Warrants”), the Reporting Persons cannot exercise any of the Reported Warrants until such time as the Reporting Persons would not beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the "Blocker"), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blocker. Consequently, at this time, the Reporting Persons are not able to exercise any of the Reported Warrants due to the Blocker.

 
 
 
CUSIP No.  72919P103
 
13G
Page   7  of   9  Pages


Therefore, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own 7.30% of the outstanding shares of Common Stock of the Company.  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.

The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock held by the Empery Funds.  Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Empery Funds.  Each of the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.

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.
   
 
Not applicable.

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable.

Item 10.
CERTIFICATION.

 
By signing below each of the undersigned certifies that, to the best of its 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.

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of May 27, 2011, by and among Empery Asset Management, LP, Ryan M. Lane and Martin D. Hoe.

 
 
 
CUSIP No.  72919P103
 
13G
Page  8  of  9  Pages



SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 
DATED:  May 27, 2011

EMPERY ASSET MANAGEMENT, LP
  
   
By: EMPERY AM GP, LLC, its General Partner
  
   
/s/ Ryan M. Lane
   
RYAN M. LANE
By:
/s/ Ryan M. Lane
  
Name: Ryan M. Lane
  
Title: Managing Member
  
   
   
   
   
/s/ Martin D. Hoe
  
MARTIN D. HOE
  


 
 
 
CUSIP No.  72919P103
 
13G
Page  9  of  9  Pages



EXHIBIT 1
 
JOINT FILING AGREEMENT

 
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, $0.01 par value per share, of Plug Power Inc. is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.  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.
 
DATED:  May 27, 2011

EMPERY ASSET MANAGEMENT, LP
  
   
By: EMPERY AM GP, LLC, its General Partner
  
   
/s/ Ryan M. Lane
   
RYAN M. LANE
By:
/s/ Ryan M. Lane
  
Name: Ryan M. Lane
  
Title: Managing Member
  
   
   
   
   
/s/ Martin D. Hoe
  
MARTIN D. HOE