SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Â Â

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

D'Angelo James Patrick

(Last)

(First)

(Middle)

C/O 3 ALLIED DRIVE

SUITE 155

(Street)

DEDHAM

02026

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATLANTIC POWER CORP [ AT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Administrative Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common shares	05/14/2021		J⁽¹⁾		168,058	D	$3.03	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Notional shares	⁽²⁾	05/14/2021		D⁽³⁾			90,879	⁽²⁾	⁽²⁾	Common shares	90,879	$3.03	0	D

Explanation of Responses:

1. Pursuant to the terms of the Arrangement Agreement dated January 14, 2021 (the "Agreement") by and among Atlantic Power Corporation (the "Company"), Atlantic Power Preferred Equity Ltd. ("APPEL"), Atlantic Power Limited Partnership, Tidal Power Holdings Limited and Tidal Power Aggregator, LP (together with Tidal Power Holdings Limited, the "Purchasers"), the Purchasers purchased each share of Company common stock, no par value (each, a "Common Share") at a price per share of US$3.03, net to the seller in cash, without interest thereon and less any required withholding taxes.

2. Represents previously reported awards of notional shares ("Notional Shares") granted under the Company's Long-Term Incentive Plans, which provide forsettlement of such Notional Shares upon vesting, which occurs ratably over a three year period or upon certain other events. Each Notional Share is equal to theeconomic equivalent of one Common Share.

3. Pursuant to the terms of the Agreement, all outstanding awards of Notional Shares will vest in full and be cancelled and each person holding such Notional Shareswill be entitled to receive a cash payment from the Company equal to US$3.03 for each Common Share subject to his or her Notional Share awards, withoutinterest and less any applicable withholding taxes.

	/s/ John S. Miele, attorney-in-fact	05/19/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.