Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MCNAMEE GEORGE C
 2. Issuer Name and Ticker or Trading Symbol
PLUG POWER INC [PLUG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Chairman of the Board
(Last)
(First)
(Middle)

968 ALBANY SHAKER RD		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014
(Street)


LATHAM, NY 12110		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Plug Power Common Stock 10/01/2014   A4 5,102 (1) A $ 4.41 261,250 D  

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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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase Plug Power Common Stock $ 5.63 07/23/2014   A4 15,000 (2)     (3) 07/23/2024 Plug Power Common Stock
15,000
$ 0 145,500
D
 
Warrant Conversion (4) $ 0.93 09/16/2013   C 96,774     (5) 05/31/2016 Plug Power Common Stock
96,774
$ 2.42 242,274
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCNAMEE GEORGE C
968 ALBANY SHAKER RD
LATHAM, NY 12110		   X     Chairman of the Board

Signatures

/s/ Gerard L. Conway Jr., Attorney in Fact 02/12/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Quarterly stock compensation awarded to directors pursuant to Plug Power's 2011 Non-Employee Director Compensation Plan.
(2) Award pursuant to Plug Power's 2011 Non-Employee Director Compensation Plan.
(3) Consists of an option to acquire common stock granted on July 23, 2014 with respect to which 15,000 shares will become exercisable one year from the grant date provided the non-employee director has remained a director of the Company during that one year period.
(4) This Warrant previously was reported as relating to 30,000 shares with an exercise price of $3.00 per share. As a result of the Warrant's adjustment provisions, the Warrant was adjusted to relate to 96,774 shares and an exercise price of $0.93 per share.
(5) Warrants became exercisable upon issuance.

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