Edgar Filing: A123 SYSTEMS, INC.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â GENERAL ELECTRIC CAPITAL CORP

2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2009

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

(Last)

(First)

(Middle)

3135 EASTON TURNPIKE

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

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

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

(Street)

FAIRFIELD,Â CTÂ 06828-0001

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	900,277	D ⁽¹⁾ ⁽⁸⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	800,945 ⁽⁵⁾	$ ⁽⁵⁾	D ⁽²⁾ ⁽⁸⁾	Â
Series D Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	2,382,925 ⁽⁵⁾	$ ⁽⁵⁾	D ⁽³⁾ ⁽⁸⁾	Â
Series E Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	2,497,918 ⁽⁵⁾	$ ⁽⁵⁾	D ⁽³⁾ ⁽⁸⁾	Â
Series F Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	1,631,191 ⁽⁵⁾	$ ⁽⁵⁾	D ⁽³⁾ ⁽⁸⁾	Â
Warrant	Â ⁽⁶⁾	02/24/2012	Series B Convertible Preferred Stock/Common Stock ⁽⁶⁾	67,366 ⁽⁷⁾	$ 2.0781 ⁽⁷⁾	D ⁽⁴⁾ ⁽⁸⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GENERAL ELECTRIC CAPITAL CORP 3135 EASTON TURNPIKE FAIRFIELD,Â CTÂ 06828-0001	Â	Â X	Â	Â
GENERAL ELECTRIC CAPITAL SERVICES INC/CT 3135 EASTON TURNPIKE FAIRFIELD,Â CTÂ 06828-0001	Â	Â	Â	See Exhibit 99.1
GE CAPITAL EQUITY INVESTMENTS INC 201 MERRITT 7 NORWALK,Â CTÂ 06851	Â	Â	Â	See Exhibit 99.1
GE CAPITAL CFE INC 201 MERRITT 7 NORWALK,Â CTÂ 06856	Â	Â	Â	See Exhibit 99.1
GPSF Securities, Inc. 201 MERRITT 7 NORWALK,Â CTÂ 06851	Â	Â	Â	See Exhibit 99.1
GENERAL ELECTRIC CO 3135 EASTON TURNPIKE FAIRFIELD,Â CTÂ 06828	Â	Â	Â	See Exhibit 99.1

Signatures

/s/ Barbara A. Lane, Attorney-in-Fact for GECC		09/23/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Directly owned by GPSF Securities, Inc. ("GPSF").
(2)	Directly owned by GE Capital CFE, Inc. ("GECFE").
(3)	Directly owned by GE Capital Equity Investments, Inc. ("GECEI").
(4)	Directly owned by Heller Financial Leasing, Inc. ("Heller Leasing").
(5)	The Issuer's preferred stock reported herein is convertible at any time by the holder and has no expiration date, but is subject to mandatory conversion or redemption upon certain events. Each share of preferred stock reported herein is convertible into one share of the Issuer's common stock (subject to certain adjustments), except that each share of the Issuer's Series E Convertible Preferred Stock is convertible into approximately 1.38154 shares of common stock (subject to certain adjustments). Upon the closing of the Issuer's initial public offering, each share of preferred stock reported herein will convert automatically into one share of common stock except that each share of Series E Convertible Preferred Stock will convert automatically into 1.38154 shares of common stock.
(6)	The Warrant is exercisable at any time by the holder for shares of the Issuer's Series B Convertible Preferred Stock, except that upon the closing of the Issuer's initial public offering, the Warrant will become exercisable only for shares of common stock.
(7)	The actual exercise price is $2.078192 per share. The exercise price and the number of underlying shares are subject to certain adjustments.
(8)	Indirectly owned by General Electric Capital Corporation ("GE Capital") because, among other things, GPSF, GECFE, GECEI or Heller Leasing, as the case may be, is a direct or indirect wholly-owned subsidiary of GE Capital. GPSF, GECFE, GECEI, Heller Leasing and GE Capital disclaim beneficial ownership except to the extent of their respective pecuniary interest. See Exhibit 99.1, incorporated by reference herein.
Â Remarks: ExhibitÂ 24.1:Â PowerÂ ofÂ AttorneyÂ ofÂ GeneralÂ ElectricÂ CapitalÂ Corporation,Â incorporatedÂ hereinÂ byÂ reference.Â ExhibitÂ 24.2: Â PowerÂ ofÂ AttorneyÂ ofÂ GeneralÂ ElectricÂ CapitalÂ Services,Â Inc.,Â incorporatedÂ hereinÂ byÂ reference.Â ExhibitÂ 24.3:Â PowerÂ of Â AttorneyÂ ofÂ GeneralÂ ElectricÂ Company,Â incorporatedÂ hereinÂ byÂ reference.Â Â ExhibitÂ 99.1:Â JointÂ FilerÂ Information, Â incorporatedÂ hereinÂ byÂ reference.

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