FUEL TECH, INC. — Director's Dealing 2012

Dec 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FUEL TECH, INC. (FTEK)
CIK: 0000846913
Period of Report: 2012-12-21

Reporting Person: BAILEY DOUGLAS G (Director, President, CEO & Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-21	Common Stock	M	12500	—	Acquired	1515258	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-21	Restricted Stock Units	$	M	12500	Disposed		Common Stock (12500)	Direct

Footnotes

F1: Represents the conversion upon vesting of restricted stock units ("RSUs") into Common Stock. On December 21, 2010, the reporting person was granted 25,000 RSUs, of which fifty percent (50%) of the shares subject to the RSUs vested on December 21, 2012. Such RSUs were previously reported in Table II on Form 4 filed with the Securities and Exchange Commission on December 22, 2010.

F2: Each restricted stock unit is the economic equivalent of one share of Fuel Tech, Inc. Common Stock.

F3: On December 21, 2010, the reporting person was granted 25,000 RSUs, of which fifty percent (50%) of the shares subject to the RSUs vested on December 21, 2012. The Common Stock into which such vested RSUs converted is reported in Table I of the Form 4. The remaining unvested RSUs will continue to vest as follows: 6,250 RSUs will vest on December 21, 2013, and 6,250 RSUs will vest on December 21, 2014.