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  4. [Form 3] Tecogen Inc. Initial Statement of Beneficial Ownership

Form 3: Tecogen’s Roger Deschenes Details Initial Ownership

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

SEC Form 3 filing for Tecogen Inc. (TGEN) discloses the initial beneficial ownership of Chief Accounting Officer Roger P. Deschenes as of 04/23/2024. He directly owns 24,998 shares of Tecogen common stock. In addition, Deschenes holds 140,000 stock options across three grants: 50,000 options at an exercise price of $0.78 expiring 09/21/2030, 52,500 options at $1.10 expiring 01/21/2032, and 37,500 options at $0.88 expiring 09/20/2033. The first grant vests in stages tied to Adjusted EBITDA targets (2% of revenue for two consecutive quarters and 3% for four consecutive quarters), while the second grant vests 50% per year. The third grant becomes exercisable on 09/20/2024. All holdings are reported as directly owned. No other transactions or changes were reported.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Form 3 shows CAO owns ~25k shares and 140k options; informative but not market-moving.

This initial insider filing establishes Roger P. Deschenes’ baseline ownership after assuming the Chief Accounting Officer role. The equity mix (direct shares plus multi-year, performance-conditioned options) aligns his incentives with shareholders and indicates confidence in Tecogen’s long-term prospects. However, the quantities involved are modest and represent no immediate purchase or sale, so the disclosure is largely administrative. Investors may monitor future Form 4 filings to track any subsequent transactions that could provide stronger signals.

Insider Deschenes Roger P.
Role CAO
Type Security Shares Price Value
holding Stock Options (Right to Buy) -- -- --
holding Stock Options (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Options (Right to Buy) — 50,000 shares (Direct); Stock Option (Right to Buy) — 37,500 shares (Direct); Common Stock — 24,998 shares (Direct)
Footnotes (1)
  1. Vests 50% upon achievement of Adjusted EBITDA goal of 2% of revenue in two consecutive quarters, and 50% upon achievement of Adjusted EBITDA goal of 3% of revenue in four consecutive quarters Vests 50% per year
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SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Deschenes Roger P.
(Last) (First) (Middle)
76 TREBLE COVE ROAD
(Street)
NORTH BILLERICA MA 01862
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/23/2024 		3. Issuer Name and Ticker or Trading Symbol
TECOGEN INC. [ TGEN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CAO
5. 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 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 24,998 D
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) (1) 09/21/2030 Common Stock 50,000 $0.78 D
Stock Options (Right to Buy) 01/21/2023 01/21/2032 Common Stock 52,500(2) $1.1 D
Stock Option (Right to Buy) 09/20/2024 09/20/2033 Common Stock 37,500 $0.88 D
Explanation of Responses:
1. Vests 50% upon achievement of Adjusted EBITDA goal of 2% of revenue in two consecutive quarters, and 50% upon achievement of Adjusted EBITDA goal of 3% of revenue in four consecutive quarters
2. Vests 50% per year
Remarks:
/s/ Roger P. Deschenes 06/24/2025
** 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 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Tecogen (TGEN) shares does Roger P. Deschenes own?

He directly owns 24,998 common shares according to the Form 3.

What total number of stock options does the Tecogen CAO hold?

Deschenes holds 140,000 stock options across three separate grants.

What are the exercise prices of Deschenes’ Tecogen stock options?

Exercise prices are $0.78, $1.10, and $0.88 for the respective option grants.

When do the new Tecogen option grants expire?

The options expire on 09/21/2030, 01/21/2032, and 09/20/2033.

What performance conditions apply to the 50,000-share option grant?

It vests 50% after Adjusted EBITDA equals 2% of revenue for two consecutive quarters and 50% after hitting 3% for four consecutive quarters.