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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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PLUG POWER INC (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
72919P202 (CUSIP Number) |
Aubrey Kelley 515 W 156 St, Apt 54 New York, NY, 10032 6063830954 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/06/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | 72919P202 |
| 1 |
Name of reporting person
Grove Energy Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
54,966,188.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 72919P202 |
| 1 |
Name of reporting person
Plutus Capital NY, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 72919P202 |
| 1 |
Name of reporting person
PassKey, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
54,966,188.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 72919P202 |
| 1 |
Name of reporting person
PNES Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
54,966,188.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 72919P202 |
| 1 |
Name of reporting person
PRISM Energy International Americas, Inc. (formerly known as SK E&S Americas, Inc.) | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
54,966,188.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 72919P202 |
| 1 |
Name of reporting person
SK Innovation Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
54,966,188.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 72919P202 |
| 1 |
Name of reporting person
SK Inc. (formerly known as SK Holdings Co., Ltd.) | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
54,966,188.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
PLUG POWER INC | |
| (c) | Address of Issuer's Principal Executive Offices:
125 VISTA BOULEVARD, 125 VISTA BOULEVARD, SLINGERLANDS,
NEW YORK
, 12159. | |
Item 1 Comment:
Item 1 of the Existing Schedule 13D (as defined below) is hereby updated and supplemented as follows:
This Amendment No. 3 to the statement on Schedule 13D ("Amendment No. 3") amends the statement on Schedule 13D originally filed on March 8, 2021, as amended by Amendment No. 1 to the statement on Schedule 13D filed on May 11, 2022, and as further amended by Amendment No. 2 to the statement on Schedule 13D filed on November 4, 2024 (as so amended, the "Existing Schedule 13D"). Capitalized terms used and not defined in this Amendment No. 3 have the meanings ascribed in the Existing Schedule 13D.
This Amendment No. 3 is being filed on behalf of (i) Grove Energy Capital LLC, a Delaware limited liability company, (ii) Plutus Capital NY, Inc., a Delaware corporation, (iii) PNES Investments, LLC, a Delaware limited liability company, (iv) PassKey, Inc., a Delaware corporation, (v) PRISM Energy International Americas, Inc. (formerly known as SK E&S Americas, Inc.), a Delaware corporation, (vi) SK Innovation Co., Ltd., a company organized under the laws of the Republic of Korea, and (vii) SK Inc. (formerly known as SK Holdings Co., Ltd.), a company organized under the laws of the Republic of Korea (together with each of (i) through (vi) above, a Reporting Person).
The Reporting Persons have not engaged in any acquisition or disposition of common stock of the Issuer after the original date of acquisition, other than pursuant to internal reorganizations, the most recent of which was reported in Amendment No. 2 to the Schedule 13D. This Amendment No. 3 is being filed solely to report a decrease in the Reporting Persons percentage of beneficial ownership to below 5% resulting from dilution from various share issuances by the Issuer. On June 5, 2025, the Issuer filed with the Securities and Exchange Commission a prospectus supplement dated June 6, 2025 (the Prospectus Supplement) to a prospectus dated May 27, 2025, disclosing that based on 1,146,559,359 shares of common stock issued and outstanding as of June 5, 2025, the Reporting Persons beneficially owned 4.79% of the Issuers common stock. Having performed their own calculation of beneficial ownership based on the number of outstanding shares as disclosed therein, the Reporting Persons are filing this Amendment No. 3 to report the reduction in their percentage beneficial ownership to 4.79%. The Reporting Person have used June 6, 2025, the filing date of the Prospectus Supplement as the date of the event triggering the filing of Amendment No. 3 as it is not possible to determine an exact date prior thereto as of which the Reporting Persons beneficial ownership fell below the 5% threshold as a result of dilution. As the Reporting Persons beneficial ownership is now below 5%, this Amendment No. 3 constitutes an exit filing on behalf of all Reporting Persons.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Existing Schedule 13D is hereby supplemented as follows:
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 3 and in Item 1 above are incorporated herein by reference. The reported percentage of the class beneficially owned by each Reporting Person is based on 1,146,559,359 shares of Common Stock issued and outstanding as of June 5, 2025, as reported by the Issuer in the Prospectus Supplement.
Neither the filing of this Amendment No. 3 nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A Joint Filing Agreement, dated as of May 11, 2022, by and among the Reporting Persons (incorporated by reference in this Amendment No. 2, as previously filed as Exhibit A with Amendment No. 1). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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