Edgar Filing: NORTH BRIDGE VENTURE PARTNERS IV B LP

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NBVM GP, LLC

2. Issuer Name and Ticker or Trading Symbol
A123 SYSTEMS, INC. [AONE]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS, 950 WINTER STREET, SUITE 4600

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2009

(Street)

WALTHAM, MA 02451

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 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	09/29/2009		C		2,470,806	A	⁽¹⁾	2,470,806 ⁽²⁾	D
Common Stock	09/29/2009		C		1,172,886	A	⁽¹⁾	1,172,886 ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

09/29/2009

1,016,570

⁽¹⁾

Common Stock

1,016,570 ⁽²⁾

⁽¹⁾

Series A Convertible Preferred Stock

⁽¹⁾

09/29/2009

483,430

⁽¹⁾

Common Stock

483,430 ⁽³⁾

⁽¹⁾

Series B Convertible Preferred Stock

⁽¹⁾

09/29/2009

654,309

⁽¹⁾

Common Stock

654,309 ⁽²⁾

⁽¹⁾

Series B Convertible Preferred Stock

⁽¹⁾

09/29/2009

310,209

⁽¹⁾

Common Stock

310,209 ⁽³⁾

⁽¹⁾

Series C Convertible Preferred Stock

⁽¹⁾

09/29/2009

321,142

⁽¹⁾

Common Stock

321,142 ⁽²⁾

⁽¹⁾

Series C Convertible Preferred Stock

⁽¹⁾

09/29/2009

152,254

⁽¹⁾

Common Stock

152,254 ⁽³⁾

⁽¹⁾

Series D Convertible Preferred Stock

⁽¹⁾

09/29/2009

257,472

⁽¹⁾

Common Stock

257,472 ⁽²⁾

⁽¹⁾

Series D Convertible Preferred Stock

⁽¹⁾

09/29/2009

122,068

⁽¹⁾

Common Stock

122,068 ⁽³⁾

⁽¹⁾

Series F Convertible Preferred Stock

⁽¹⁾

09/29/2009

221,313

⁽¹⁾

Common Stock

221,313 ⁽²⁾

⁽¹⁾

Series F Convertible Preferred Stock

⁽¹⁾

09/29/2009

104,925

⁽¹⁾

Common Stock

104,925 ⁽³⁾

⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NBVM GP, LLC C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM, MA 02451		X
NORTH BRIDGE VENTURE PARTNERS IV A LP C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM, MA 02451		X
NORTH BRIDGE VENTURE PARTNERS IV B LP C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM, MA 02451		X
North Bridge Venture Management IV, L.P. C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM, MA 02451		X
ANDERSON EDWARD T C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM, MA 02451		X
DAMORE RICHARD A C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM, MA 02451		X

Signatures

NBVM GP, LLC /s/ Edward T. Anderson, Manager		10/01/2009
^**Signature of Reporting Person		Date
North Bridge Venture Partners IV-A, L.P. By: North Bridge Venture Management IV, L.P., its General Partner; By: NBVM GP, LLC, its General Partner; /s/ Edward T. Anderson; Manager		10/01/2009
^**Signature of Reporting Person		Date
North Bridge Venture Partners IV-B, L.P. By: North Bridge Venture Management IV, L.P., its General Partner; By NBVM GP LLC, its General Partner; /s/ Edward T. Anderson, Manager		10/01/2009
^**Signature of Reporting Person		Date
North Bridge Venture Management IV, L.P. By: NBVM GP, LLC, its General Partner; /s/ Edward T. Anderson; Manager		10/01/2009
^**Signature of Reporting Person		Date
/s/ Edward T. Anderson		10/01/2009
^**Signature of Reporting Person		Date
/s/ Richard A. D'Amore		10/01/2009
^**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)	Each share of preferred stock represented herein automatically converted into one share of common stock of the issuer upon the closing of the issuer's initial public offering on September 29, 2009 without further payment of consideration.
(2)	Represents securities held of record by North Bridge Venture Partners IV-A, L.P., or NBVP IV-A. NBVM GP, LLC, or NVBM, the sole general partner of North Bridge Venture Management IV, L.P., which is the sole general partner of NBVP IV-A, has sole voting and dispositive power over these shares. The managers of NVBM having shared voting and dispositive power over these shares are Edward T. Anderson and Richard A. D'Amore, each of whom disclaims beneficial ownership of such shares except to the extent of their pecuniary interest, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(3)	Represents securities held of record by North Bridge Venture Partners IV-B, L.P., or NBVP IV-B. NBVM GP, LLC, or NVBM, the sole general partner of North Bridge Venture Management IV, L.P., which is the sole general partner of NBVP IV-B, has sole voting and dispositive power over these shares. The managers of NVBM having shared voting and dispositive power over these shares are Edward T. Anderson and Richard A. D'Amore, each of whom disclaims beneficial ownership of such shares except to the extent of their pecuniary interest, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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