Edgar Filing: TECOGEN INC.

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).

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HATSOPOULOS JOHN

2. Issuer Name and Ticker or Trading Symbol
TECOGEN INC. [TGEN]

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

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

(Last)

(First)

(Middle)

45 FIRST AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2016

(Street)

WALTHAM, MA 02451

4. If Amendment, Date Original Filed(Month/Day/Year)
12/14/2016

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								3,252,395 ⁽¹⁾ ⁽²⁾	D

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HATSOPOULOS JOHN 45 FIRST AVENUE WALTHAM, MA 02451	X	X	Chief Executive Officer

Signatures

/s/ David Garrison, attorney in fact		12/20/2016
^**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)	This is an amendment to Mr. Hatsopoulos Form 4 filed on 12/14/16. Mr. Hatsopoulos did not dispose of 2,135,210 share. Instead the company he controlled, J&P Enterprises, dissolved, and the shares held by the company were distributed to certain trusts held by Mr. Hatsopoulos, as broken out in footnote #2.
(2)	Mr. Hatsopoulos' beneficial ownership is broken out as followed: (1) 155,351 shares held directly by Mr. Hatsopoulos; (2) 28,225 shares held directly by Patricia Hatsopoulos, Mr. Hatsopoulos' wife; (3) 1,039,480 shares held by the Nia M. Hatsopoulos Jephson 2011 Irrevocable Trust, where Mr. Hatsopoulos is the trustee;(4) 1,039,480 shares held by the Alexander J. Hatsopoulos 2011 Irrevocable Trust, where Mrs. Hatsopoulos is the trustee; and (5) 989,859 shares held by the John N. Hatsopoulos Family Trust 2007, where Mrs. Hatsopoulos and George Hatsopoulos are trustees.

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