AMERICAN SUPERCONDUCTOR CORP /DE/ — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN SUPERCONDUCTOR CORP /DE/ (AMSC)
CIK: 0000880807
Period of Report: 2012-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	D	38800	$0.00	Disposed	147857	Direct
2012-12-31	Common Stock	D	125000	$0.00	Disposed	22857	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-02	Restricted Stock Unit	$0.00	A	38800	Acquired	2013-03-01	Common Stock (38800)	Direct
2013-01-02	Restricted Stock Unit	$0.00	A	119521	Acquired	2013-03-01	Common Stock (119521)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3673	Indirect

Footnotes

F1: Represents unvested time-based restricted stock awards forfeited upon Ms. DiCecco's separation from the company on December 31, 2012.

F2: Represents unvested performance based restricted stock award forfeited upon Ms. DiCecco's separation from the company on December 31, 2012.

F3: Following all the transactions reported on this Form 4, the reporting person holds 22,857 shares directly.

F4: Following all the transactions reported on this Form 4, the reporting person holds 3,673 shares indirectly through the company's 401(k) plan as of December 31, 2012.

F5: Each restricted stock unit represents a contingent right to receive one share of company common stock upon vesting. The restricted stock units vest in their entirety on the 8th day after Ms. DiCecco executes and delivers, and does not revoke, a new severance agreement with certain contractual protections for the company.