AMERICAN SUPERCONDUCTOR CORP /DE/ — Director's Dealing 2011

May 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN SUPERCONDUCTOR CORP /DE/ (AMSC)
CIK: 0000880807
Period of Report: 2011-05-13

Reporting Person: HENRY DAVID A (SVP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-13	Common Stock	S	11600	$11.4855	Disposed	57950	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	743	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 Plan. The primary purpose of such sales was to pay personal income taxes that were due upon the vesting of restricted stock on May 12, and May 15, 2011.

F2: The disposition transaction was executed in muliple trades at prices ranging from $11.34-$11.6675. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and price at which the transaction was effected.

F3: Following all the transactions reported on this Form 4, the reporting person holds 57,950 shares directly.

F4: Following all the transactions reported on this Form 4, the reporting person holds 743 shares indirectly through the company's 401(k) plan as of April 30, 2011.