Edgar Filing: McCarthy Jeffrey P

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â McCarthy Jeffrey P

2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2009

3. Issuer Name and Ticker or Trading Symbol
A123 SYSTEMS, INC. [AONE]

(Last)

(First)

(Middle)

C/O A123 SYSTEMS, INC.,Â 321 ARSENAL STREET

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

WATERTOWN,Â MAÂ 02472

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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,016,570 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners IV-A, L.P.
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	483,430 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners IV-B, L.P.
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,006,191 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners I-A, L.P.
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	493,809 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners I-B, L.P.
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	654,309 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners IV-A, L.P.
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	310,209 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners IV-B, L.P.
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	647,267 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners I-A, L.P.
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	317,252 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners I-B, L.P.
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	321,142 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners IV-A, L.P.
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	152,254 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners IV-B, L.P.
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	741,268 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners I-A, L.P.
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	363,324 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners I-B, L.P.
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	257,472 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners IV-A, L.P.
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	122,068 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners IV-B, L.P.
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	594,302 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners I-A, L.P.
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	291,291 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners I-B, L.P.
Series F Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	221,313 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners IV-A, L.P.
Series F Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	104,925 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners IV-B, L.P.
Series F Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	510,840 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners I-A, L.P.
Series F Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	250,383 ⁽¹⁾	$ ⁽²⁾	I	By North Bridge Venture Partners I-B, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
McCarthy Jeffrey P C/O A123 SYSTEMS, INC. 321 ARSENAL STREET WATERTOWN,Â MAÂ 02472	Â X	Â	Â	Â

Signatures

/s/ Eric J. Pyenson, attorney-in-fact		09/23/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(2)	Each share of preferred stock represented herein is immediately convertible and will automatically convert upon the closing of the issuer's initial public offering into one share of common stock of the issuer, and has no expiration date.

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.