SEC Form 3

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

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1. Name and Address of Reporting Person* NGP Energy Technology Partners, L.P. (Last) (First) (Middle) 1700 K STREET, NW, SUITE 750 (Street) WASHINGTON DC 20006 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/20/2007	3. Issuer Name and Ticker or Trading Symbol SATCON TECHNOLOGY CORP [ SATC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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)

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	( 1 )	( 2 )	Common Stock	9,615,384 ( 3 )	( 3 )	D ( 4 )
Warrant to purchase Common Stock	( 5 )	( 5 )	Common Stock	253,580 ( 5 )	( 5 )	D ( 4 )
Warrant to purchase Common Stock	( 6 )	( 6 )	Common Stock	7,631,036 ( 6 )	( 6 )	D ( 4 )
Stock Option (Right to Buy)	( 7 )	( 7 )	Common Stock	9,000 ( 7 )	1.41	I	See footnote ( 7 )

1. Name and Address of Reporting Person* NGP Energy Technology Partners, L.P. (Last) (First) (Middle) 1700 K STREET, NW, SUITE 750 (Street) WASHINGTON DC 20006 (City) (State) (Zip)

1. Name and Address of Reporting Person* NGP ETP, L.L.C. (Last) (First) (Middle) 1700 K STREET NW, SUITE 750 (Street) WASHINGTON DC 20006 (City) (State) (Zip)

1. Name and Address of Reporting Person* Energy Technology Partners, L.L.C. (Last) (First) (Middle) 1700 K STREET NW, SUITE 750 (Street) WASHINGTON DC 20006 (City) (State) (Zip)

Explanation of Responses:

1. Shares of the Series C Convertible Preferred Stock are convertible into Common Stock without payment of further consideration.

2. Not applicable.

3. The Series C Convertible Preferred Stock is convertible into Common Stock at a ratio of 961.5 shares of Common Stock for each share of Series C Convertible Preferred Stock in accordance with note (1) above. This ratio is subject to anti-dilution adjustments as set forth in the Issuer's Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock (incorporated in this Form 3 by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by SatCon Technology Corporation ("SatCon") on November 14, 2007).

4. These securities are owned by NGP Energy Technology Partners, L.P. ("NGP Energy Tech"). These securities may be deemed to be beneficially owned by NGP ETP, L.L.C. ("NGP ETP"), Energy Technology Partners, L.L.C. ("ETP") and Philip J. Deutch ("Deutch"). NGP ETP is the general partner of NGP Energy Tech. ETP is the manager of NGP ETP and Deutch is the manager of ETP. Deutch is also a director of SatCon and has reported his beneficial ownership of the reported securities on a Form 4, filed on the same date as this Form 3. Each of NGP ETP, ETP and Deutch (the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Act of 1934, as amended, or for any other purpose.

5. The Warrant to purchase Common Stock is exercisable immediately and expires on December 20, 2014. It is initially exercisable for 253,580 shares of Common Stock at a price of $1.25 per share. The warrant features a cashless exercise provision and is subject to anti-dilution adjustments as set forth in the Form of Tranche 2 Warrant and Additional Warrant (incorporated in this Form 3 by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by SatCon on November 14, 2007).

6. The Warrant to purchase Common Stock is not exercisable until May 8, 2008, but is being voluntarily reported on this Form 3. This warrant will expire on November 8, 2014. It is initially exercisable for 7,631,036 shares of Common Stock at a price of $1.25 per share. The warrant features a cashless exercise provision and is subject to anti-dilution adjustments as set forth in the Form of Tranche 1 Warrant (incorporated in this Form 3 by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by SatCon on November 14, 2007).

7. Includes 50% of the 18,000 options to purchase shares of Common Stock, at an exercise price of $1.41 per share, granted to Deutch on December 11, 2007 in connection with his service as a director of SatCon. These options became fully exercisable on the date of grant and remain exercisable until December 11, 2017. Pursuant to an agreement of limited partnership, up to 50% of the economic benefit of this grant shall be applied to reduce certain fees or costs of NGP Energy Tech. As a result, these securities may be deemed to be beneficially owned by NGP Energy Tech. NGP Energy Tech disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that NGP Energy Tech is the beneficial owner of the securities for purposes of Section 16 of the Securities Act of 1934, as amended, or for any other purpose.

Remarks:

	By: NGP ETP, L.L.C. Its: General Partner By: /s/ Philip J. Deutch Name: Philip J. Deutch Title: Authorized Member	12/21/2007
	/s/ Philip J. Deutch, Name: Philip J. Deutch, Title: Authorized Member	12/21/2007
	/s/ Philip J. Deutch, Name: Philip J. Deutch, Title: Sole Member and Manager	12/21/2007
	** Signature of Reporting Person	Date
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