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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Tranche 2 Shares Call Option (right to buy) | (1) (2) (4) | 03/13/2007 | P | 1 | 12/13/2007 | 12/13/2009 | Common Stock | (1) (2) | (4) | 1 | D | ||||
| Option Class B Warrants Call Option (right to buy) | (1) (2) (5) | 03/13/2007 | P | 1 | 12/13/2007 | 12/13/2009 | Class B Warrants | (1) (2) | (5) | 1 | D | ||||
| Tranche 2 Shares Call Option (right to buy) | $ 9.262 | 03/28/2008 | J | 1 | 12/13/2007 | 12/13/2009 | Common Stock | 2,341,897 | $ 0 | 1 | D | ||||
| Option Class B Warrants Call Option (right to buy) | $ 3.954 | 03/28/2008 | J | 1 | 12/13/2007 | 12/13/2009 | Class B Warrants | 1,689,905 | $ 0 | 1 | D | ||||
| Option Class B Warrants Call Option (right to buy) | $ 3.954 | 03/28/2008 | J | 1,689,905 | 12/13/2007 | 07/10/2011 | Common Stock | 1,689,905 | $ 3.954 | 3,655,595 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Norsk Hydro Produksjon AS DRAMMENSVEIEN 264 OSLO, Q8 N-0240 |
X | |||
| NORSK HYDRO A S A DRAMMENSVEIEN 264 OSLO, Q8 N-0240 |
X | |||
| By: /s/ Jorgen C. Arentz Rostrup, Chief Executive Officer, Norsk Hydro Produksjon AS | 03/28/2008 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Jorgen C. Arentz Rostrup, Senior Vice President, Norsk Hydro ASA | 03/28/2008 | |
| **Signature of Reporting Person | Date |
| * | 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) | Pursuant to the Securities Purchase Agreement entered into by Ascent Solar Technologies, Inc. (the "Issuer") and Norsk Hydro Produksjon AS ("Produksjon") on March 13, 2007, and Amendment No. 1 thereto, dated as of March 3, 2008, the Issuer granted to Produksjon, and Produksjon acquired from the Issuer, an option to acquire from the Issuer, and to require the Issuer to sell to Produksjon (the "Tranche 2 Call Option"), in full or in part, from time to time, up to a maximum of (i) an additional number of common shares, par value $0.0001 per share, of the Issuer (the "Shares") that will result in Produksjon owning 35% of all issued and outstanding Shares immediately after such sale and purchase (the "Tranche 2 Shares") and (ii) an additional number of restricted, non-redeemable Class B public warrants otherwise identical to the publicly traded Class B public warrants of the Issuer, each of which entitles the holder |
| (2) | (footnote 1 cont'd) thereof to purchase one Share at an exercise price of $11.00 per Share (the "Class B Warrants") that will result in Produksjon owning 35% of all issued and outstanding Class B Warrants immediately after such sale and purchase (the "Option Class B Warrants"). |
| (3) | On March 28, 2008, Produksjon exercised the Tranche 2 Call Option and purchased and acquired from the Company (i) 2,341,897 Tranche 2 Shares at $9.262 per Share, which is equal to the average of the closing bids for the Shares on Nasdaq Stock Market ("Nasdaq") during the five consecutive trading days ending on (and including) March 25, 2008 and (ii) 1,689,905 Option Class B Warrants at 3.954 per Class B Warrant, which is equal to the average of the closing bids for the Class B Warrants on Nasdaq during the five consecutive trading days ending on (and including) March 25, 2008. |
| (4) | The purchase price for each Tranche 2 Share will be an amount equal to the average of the closing bids for the Shares on Nasdaq during the five consecutive trading days ending on (and including) the trading day that is one day prior to the date of exercise of the Tranche 2 Call Option. |
| (5) | The purchase price for each Option Class B Warrant will be an amount equal to the average of the closing bids for the Class B Warrants on Nasdaq during the five consecutive trading days ending on (and including) the trading day that is one day prior to the date of exercise of the Tranche 2 Call Option. |