SEC FORM 4

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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bishop Michael S.

(Last)

(First)

(Middle)

C/O FUELCELL ENERGY, INC.

3 GREAT PASTURE ROAD

(Street)

DANBURY

06810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FUELCELL ENERGY INC [ FCEL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, TREASURER & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2024

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 Stock	12/10/2024		M		217⁽¹⁾	A	$0⁽²⁾	6,535	D
Common Stock	12/10/2024		F⁽³⁾		101	D	$11.35	6,434	D
Common Stock	12/10/2024		M		343⁽¹⁾	A	$0⁽⁴⁾	6,777	D
Common Stock	12/10/2024		F⁽⁵⁾		159	D	$11.35	6,618	D
Common Stock	12/11/2024		M		4,591⁽¹⁾	A	$0⁽²⁾	11,209	D
Common Stock	12/11/2024		F⁽³⁾		2,128	D	$12.56	9,081	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)
Employee Restricted Stock Unit	$0⁽²⁾	12/10/2024		M			217⁽¹⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	217⁽¹⁾	$0	0	D
Employee Performance Share Unit	$0⁽⁴⁾	12/10/2024		M			343⁽¹⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	343⁽¹⁾	$0⁽³⁾	0	D
Employee Restricted Stock Unit	$0⁽²⁾	12/11/2024		M			4,591⁽¹⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	4,591⁽¹⁾	$0	9,183⁽¹⁾	D

Explanation of Responses:

1. Reflects the 1-for-30 reverse stock split effected by the Issuer on November 8, 2024.

2. Restricted stock units were converted into common stock on a one-for-one basis.

3. Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.

4. Shares were issued in settlement of earned performance share units.

5. Represents shares withheld to satisfy tax obligations upon the vesting of performance share units.

6. On December 10, 2021, the reporting person was granted restricted stock units, which vested 1/3 on each of the first, second and third anniversaries of the date of grant, subject to continued employment.

7. On December 10, 2021, the reporting person was granted performance shares which were based on performance over the three-year performance period ended October 31, 2024, subject to continued employment until the third anniversary of the grant date (December 10, 2024). The performance goal was the TSR of the Company relative to the TSR of the Russell 2000 during the performance period. The Compensation and Leadership Development Committee certified achievement at 52.665% of the target number previously reported (as adjusted to reflect the 1-for-30 reverse stock split effected by the Issuer on November 8, 2024), resulting in the award of 343 shares.

8. On December 11, 2023, the reporting person was granted restricted stock units, which vest 1/3 on each of the first, second and third anniversaries of the date of grant, subject to continued employment.

	/s/ Michael S. Bishop	12/12/2024
	** 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.

EVP, TREASURER & CFO Bishop Michael S. converted options into 5,151 shares and covered exercise/tax liability with 2,388 shares, increasing direct ownership by 44% to 9,081 units (SEC Form 4)