David Mindnich - Feb 17, 2023 Form 3 Insider Report for PLUG POWER INC (PLUG)

Role: EVP, Global Manufacturing
Signature: /s/ Gerard L. Conway, Jr., Attorney-in-Fact
Stock symbol: PLUG
Transactions as of: Feb 17, 2023
Transactions value $: $0
Form type: 3
Date filed: 3/14/2023, 04:00 PM
Next filing: May 31, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PLUG	Common Stock						218K	Feb 17, 2023	Direct	F1
holding	PLUG	Common Stock						621	Feb 17, 2023	401(k) Plan	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PLUG	Stock Option (Right to Buy)							Feb 17, 2023	Common Stock	250K	$27.15	Direct	F3
holding	PLUG	Performance Stock Option (Right to Buy)							Feb 17, 2023	Common Stock	1.5M	$26.38	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes a restricted stock award granted on September 2, 2021 pursuant to Plug Power's 2021 Stock Option and Incentive Plan, as amended (the "Plan") in the amount of 250,000 shares, of which 83,333 shares have vested with the remaining 166,667 shares scheduled to vest in substantially equal installments on September 2, 2023 and September 2, 2024.
F2	The Reporting Person holds 621 shares of common stock in Plug Power Inc.'s 401(k) plan. The information in this report is based on a plan statement as of December 31, 2022.
F3	Awarded pursuant to the Plan. The shares underlying this option vest and become exercisable in three equal annual installments, with the first installment having vested on September 2, 2022.
F4	Awarded pursuant to the Plan. Up to one-half (1/2) of the shares underlying the performance stock options will vest and become exercisable on each of the first two anniversaries of the grant date, provided that the daily volume weighted average price of the Issuer's common stock during any 30 consecutive trading day period in the three year performance period following the grant date of the stock options ("VWAP") equals or exceeds certain levels. 375,000 shares underlying the performance stock options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals $42.50; an additional 125,000 shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals $45;
F5	an additional 375,000 shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals $50, and the remaining 750,000 of the shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals or exceeds $100. If the VWAP falls between two of the stock price hurdles, an incremental number of shares underlying the options will become exercisable based on linear interpolation in $1 increments. Failure to achieve any of the stock price hurdles applicable to a performance stock option during the three-year performance period will result in applicable options being un-exercisable. The performance-based stock options have a maximum term of seven years from the grant date.

Remarks:

Exhibit 24 - Power of Attorney