Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 17, 2011
American Superconductor Corporation
(Exact name of registrant as specified in its charter)
Delaware   0-19672   04-2959321
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)
64 Jackson Road
Devens, Massachusetts
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (978) 842-3000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 17, 2011, American Superconductor Corporation (the “Company”) received notice from the NASDAQ Stock Market (“NASDAQ”) stating that the Company is not in compliance with Listing Rule 5250(c)(1) for continued listing due to the Company’s inability to file with the Securities and Exchange Commission (the “Commission”) the Company’s Annual Report on Form 10-K for the year ended March 31, 2011 on a timely basis. The notification was issued in accordance with standard NASDAQ procedures and has no immediate effect on the listing or trading of the Company’s common stock on the NASDAQ Global Select Market. The NASDAQ letter indicated that the Company has until August 16, 2011 to regain compliance or submit a plan explaining how it expects to regain compliance. If NASDAQ approves the Company’s plan, it can grant an exception of up to 180 calendar days from the due date of the Form 10-K (or until December 14, 2011) to regain compliance.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on June 21, 2011, disclosing its receipt of the NASDAQ letter. A copy of the press release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
No.   Description
Press Release, dated June 21, 2011.



     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 21, 2011  By:   /s/ David A. Henry    
    David A. Henry   
    Senior Vice President and Chief Financial Officer