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FORM 5 U.S. SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 OMB NUMBER: 3235-0362
[x] Check this box if no longer Expires: September 30, 1998
subject to Section 16. Form 4 Estimate average burden
or Form 5 obligations may hours per response..... 1.0
continue. See Instructions 1(b)
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
(Print or Type Responses)
1.Name and Address of Reporting Person* 2. Issuer Name and Ticker 6. Relationship of Reporting Person to Issuer
or Trading Symbol (Check all applicable)
Clemens James R. Mechanical Technology Incorporated (MKTY)
Director 10% Owner
----- -----
x Officer (give Other
(Last) (First) (Middle) 3. IRS or Social Security 4. Statement for ----- title below) ----- (specify
Number of Reporting Month/Year below)
1335 North Palcentia Avenue Person (voluntary) President, Ling Electronics Inc.(Subsidiary)
9/99 Vice President, Mechanical Technology, Inc.
until 10/21/99
--------------------------------
(Street) 5 If Amendment, 7. Individual or Joint/Group Filing
Date of Original (check Applicable Lines)
Fullerton, CA 92831 (Month/Year) X Form Filed by One Reporting Person
---
(City) (State) (Zip) Form Filed by More than One
--- Reporting Person
TABLE I NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired 5. Amount of 6. Owner- 7. Nature
(Instr. 3) action action (A)or Disposed of (D) Securities ship of
Date Code Benefic- Form: Indirect
(Instr. 8) (Instr. 3, 4 and 5) ially Direct Bene-
(Month/ Owned at (D) or ficial
Day/ Code V Amount (A) or Price End of Indirect Owner-
Year) (D) Year (I) ship
(Instr. 3 (Instr. (Instr.
and 4) 4) 4)
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting person, see Instructions 4(b)(v) SEC 1474 (7-96)
FORM 5 (CONTINUED) TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
1.Title of 2.Conver- 3.Trans- 4.Transac- 5.Number of 6.Date Exer- 7.Title 8.Price 9.Number 10.Owner- 11.Na-
Derivative sion or action tion Code Derivative cisable and Amount of of Deriv- ship ture
Security Exercise Date (Instr. 8) Securities and Expir- of Under- Deriv- ative Form of In-
(Instr. 3) Price (Month/ Acquired (A) ation Date lying ative Secur- of De- direct
of Day/ or Disposed (Month/ Securities Secur- ities rivative Bene-
Deriva- Year) of (D) Day/Year) ity Bene- Secu- ficial
tive (Instr. 3,- (Instr. 3 (Instr ficially rity; Own-
Security 4, and 5) and4) . 5) Owned Direct ership
at End (D) or (Instr
Amount of Indi- . 4)
Date Expir- or Year rect (I)
Exer- ation Title Number (Instr. (Instr.
cisa- Date of 4) 4)
Code V (A) (D) ble Shares
Empl. Stock $1.626667 10/21/99 A 15,000 (1) (1) 10/21/09 Common 15,000 -0- 15,000 D
Options Stock
Empl. Stock $1.626667 3/14/97 D(1) 22,500(2) (1) 10/21/99 Common 22,500 -0- -0- D
Options
Empl. Stock $ 5.291667 12/18/98 J 22,500 (3) (4) 12/18/08 Common 22,500 -0- 15,000 D
Options Stock
Empl. Stock $ 4.00 6/16/98 J 30,000(5) (6) 6/16/08 Common 30,000 -0- 30,000 D
Options
Empl. Stock $ 2.29333 8/27/97 J 22,500(7) (8) 8/27/07 Common 22,500 -0- 22,500 D
Options Stock
Stock
Explanation of Responses:
1 Effective as of the date of the sale of Ling Electronics, Inc. to SatCon
Corporation, Mechanical Technology, Incorporated restated Mr. Clemens'
options for 22,500 at 1.626667 per share to change the vesting dates,
such that options for 7,500 shares expired and options for 7,500 vested
as of October 21, 1999 and options for 7,500 shares vest as of
October 21, 2000.
2. On April 30, 1999, the Common Stock of the Corporation split 3-for-2,
resulting in the reporting person's acquisition of 7,500 additional
shares of common stock. Options for 15,000 shares were originally
granted at 2.44 per share.
3 On April 30, 1999, the Common Stock of the Corporation split 3-for-2,
resulting in the reporting person's acquisition of 7,500 additional
shares of common stock. Options for 15,000 shares were originally
granted at 7.9375 per share.
4 Vests at 25% per year beginning 12/18/99.
5 On April 30, 1999, the Common Stock of the Corporation split 3-for-2,
resulting in the reporting person's acquisition of 10,000 additional
shares of common stock. Options for 20,000 shares were originally granted
at $6.00 per share.
6 Vests at 25% per year beginning 6/16/99.
7 On April 30, 1999, the Common Stock of the Corporation split 3-for-2,
resulting in the reporting person's acquisition of 7,500 additional
shares of common stock. Options for 15,000 shares were originally
granted at 3.44 per share.
8 Vests at 25% per year beginning 8/27/98.
** Intentional misstatements or omissions of facts
/s/ James R. Clemens 11/03/99
constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15. U.S.C. 78ff(a) **Signature of Reporting Person Date
James R. Clemens
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.
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