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

May 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN SUPERCONDUCTOR CORP /DE/ (AMSC)
CIK: 0000880807
Period of Report: 2012-05-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-10	Common Stock	S	2200	$4.12	Disposed	80750	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-09	Stock Option(Right to buy)	$4.09	A	40000	Acquired	2022-05-09	Common Stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1723	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 12, 2012.

F2: Following all the transactions reported on this Form 4, the reporting person holds 80,750 shares directly.

F3: Following all the transactions reported on this Form 4, the reporting person holds 1,723 shares indirectly through the company's 401(k) plan as of April 30, 2012.

F4: The options vest in three equal annual installments beginning May 9, 2013.