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Form 4 ATLANTIC POWER CORP For: Dec 31 Filed by: McNeil John Alexander

January 4, 2016 1:48 PM EST
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
Expires: December 31, 2014
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).
1. Name and Address of Reporting Person *
McNeil John Alexander
(Last) (First) (Middle)
C/O ATLANTIC POWER CORPORATION
3 ALLIED DRIVE, SUITE 220
(Street)
DEDHAM MA 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2015
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)
Code V Amount (A) or (D) Price
Common shares 12/31/2015   P   1,000 A $ 1.99 (1) 56,500 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
6.00% Convertible Debentures due December 31, 2019 $ 10.48 (2) 12/31/2015   P   $ 36,125 (6)   12/31/2015 12/31/2019 Common shares 3,448 (3) $ 55.99 (4) 72,250 (5) D  
6.25% Convertible Debentures due March 15, 2017 $ 9.39 (7) 12/31/2015   P   $ 72,250 (11)   12/31/2015 03/15/2017 Common shares 7,692 (8) $ 64.30 (9) 151,725 (10) D  
Deferred share units (12) 12/31/2015   A   8,872     (12)   (12) Common shares 8,872 $ 1.69 34,645 D  
Explanation of Responses:
1. The common shares were acquired at a price of Cdn$2.74 which was converted to the U.S. dollar equivalent of $1.99 using the December 31, 2015 end of day exchange rate of .7225.
2. The 6.00% Convertible Debentures due December 31, 2019 are convertible into approximately 68.9655 common shares per Cdn$1,000 principal amount, at any time, at the option of the holder representing a conversion price of Cdn$14.50 per common share. The conversion price of Cdn$14.50 was converted to the U.S. dollar equivalent of $10.48 using the December 31, 2015 end of day exchange rate of .7225.
3. The 6.00% Convertible Debentures due December 31, 2019 are convertible into approximately 68.9655 common shares per Cdn$1,000 principal amount, at any time, at the option of the holder representing a conversion price of Cdn$14.50 per common share. The Cdn$50,000 of convertible debentures converts to 3,448 common shares using the December 31, 2015 end of day exchange rate of .7225.
4. The Cdn$50,000 principal of 6.00% Convertible Debentures due December 31, 2019 were purchased at a price of Cdn$77.50. This was converted to a U.S. dollar equivalent of $55.99 using the December 31, 2015 end of day exchange rate of .7225.
5. The Cdn$100,000 principal of 6.00% Convertible Debentures due December 31, 2019 were converted to a U.S. dollar equivalent of $72,250 using the December 31, 2015 end of day exchange rate of .7225.
6. The Cdn$50,000 principal of 6.00% Convertible Debentures due December 31, 2019 were converted to a U.S. dollar equivalent of $36,125 using the December 31, 2015 end of day exchange rate of .7225.
7. The 6.25% Convertible Debentures due March 15, 2017 are convertible into approximately 76.9231 common shares per Cdn$1,000 principal amount, at any time, at the option of the holder representing a conversion price of Cdn$13.00 per common share. The conversion price of Cdn$13.00 was converted to the U.S. dollar equivalent of $9.39 using the December 31, 2015 end of day exchange rate of .7225.
8. The 6.25% Convertible Debentures due March 15, 2017 are convertible into approximately 76.9231 common shares per Cdn$1,000 principal amount, at any time, at the option of the holder representing a conversion price of Cdn$13.00 per common share. The Cdn$100,000 of convertible debentures converts to 7,692 common shares using the December 31, 2015 end of day exchange rate of .7225.
9. The Cdn$100,000 principal of 6.25% Convertible Debentures due March 15, 2017 were purchased at a price of Cdn$89.00. This was converted to a U.S. dollar equivalent of $64.30 using the December 31, 2015 end of day exchange rate of .7225.
10. The Cdn$210,000 principal of 6.25% Convertible Debentures due March 15, 2017 were converted to a U.S. dollar equivalent of $151,725 using the December 31, 2015 end of day exchange rate of .7225.
11. The Cdn$100,000 principal of 6.25% Convertible Debentures due March 15, 2017 were converted to a U.S. dollar equivalent of $72,250 using the December 31, 2015 end of day exchange rate of .7225.
12. Dividend equivalent rights accrued on the deferred share units granted under the Company's Deferred Share Unit Plan, which provides for the payment of all accrued deferred share units and dividend equivalent rights to the reporting person following his or her termination as a director. Each deferred share unit and each dividend equivalent right is equal to the economic equivalent of one common share.
/s John S. Miele, attorney-in-fact 01/04/2016
** 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.

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