SEC FORM 3

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

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1. Name and Address of Reporting Person^*

NBVM GP, LLC

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

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

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

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 of 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

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)

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)
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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,016,570⁽²⁾	⁽¹⁾	D
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	483,430⁽³⁾	⁽¹⁾	D
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	654,309⁽²⁾	⁽¹⁾	D
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	310,209⁽³⁾	⁽¹⁾	D
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	321,142⁽²⁾	⁽¹⁾	D
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	152,254⁽³⁾	⁽¹⁾	D
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	257,472⁽²⁾	⁽¹⁾	D
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	122,068⁽³⁾	⁽¹⁾	D
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	221,313⁽²⁾	⁽¹⁾	D
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	104,925⁽³⁾	⁽¹⁾	D

1. Name and Address of Reporting Person^*

NBVM GP, LLC

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NORTH BRIDGE VENTURE PARTNERS IV A LP

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NORTH BRIDGE VENTURE PARTNERS IV B LP

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

North Bridge Venture Management IV, L.P.

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ANDERSON EDWARD T

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DAMORE RICHARD A

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of preferred stock represented herein is immediately convertible and will automatically convert upon the closing of the issuer's initial public offering into one share of common stock of the issuer, and has no expiration date.

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.

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.

	NBVM GP, LLC /s/ Edward T. Anderson, Manager	09/23/2009
	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	09/23/2009
	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	09/23/2009
	North Bridge Venture Management IV, L.P. By: NBVM GP, LLC, its General Partner; /s/ Edward T. Anderson; Manager	09/23/2009
	/s/ Edward T. Anderson	09/23/2009
	/s/ Richard A. D'Amore	09/23/2009
	** 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).
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