AMERICAN SUPERCONDUCTOR CORP /DE/ — Director's Dealing 2012

May 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN SUPERCONDUCTOR CORP /DE/ (AMSC)
CIK: 0000880807
Period of Report: 2012-05-14

Reporting Person: DiCecco Susan J (SVP, Corporate Administration)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-14	Common Stock	S	1250	$3.9112	Disposed	39257	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2424	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 were to pay personal income taxes that are due upon the vesting of restricted stock on May 11 and 12, 2012.

F2: The disposition transaction was executed in muliple trades at prices ranging from $3.90-$3.94. 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 39,257 shares directly.

F4: Following all the transactions reported on this Form 4, the reporting person holds 2,424 shares indirectly through the company's 401(k) plan as of April 30, 2012.