UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 164, 2012

SATCON TECHNOLOGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-11512	04-2857552
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

25 Drydock Avenue, Boston, Massachusetts		02210-2377
(Address of Principal Executive Offices)		(Zip Code)

(617) 897-2400

(Registrant’s telephone number, including area code)

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 32.0104. ~~Notice~~Triggering ofEvents ~~Delisting~~That Accelerate or ~~Failure~~Increase ~~to Satisfy~~ a ~~Continued~~Direct ~~Listing~~Financial ~~Rule~~Obligation or ~~Standard;~~an ~~Transfer~~Obligation ofunder ~~Listing~~an Off-Balance Sheet Arrangement.

OnAs ~~August~~previously disclosed, on June 1629, ~~2012~~2011, Satcon Technology Corporation (the “Company”) ~~received~~entered into a ~~notice~~Securities Purchase Agreement pursuant to which it issued in a private placement a $16,000,000 unsecured, subordinated convertible note (the “~~Notice~~Note”). On October 4, 2012, the Company received a notice from ~~The~~the ~~Nasdaq~~noteholder ~~Stock~~pursuant ~~Market~~to Section 4(~~“Nasdaq”~~b) of ~~advising~~ the ~~Company~~Note that ~~for~~an 30event ~~consecutive~~of ~~trading~~default ~~days~~currently ~~preceding~~exists under the ~~date~~note as a result of the Company’s failure to pay the installment amount due on October 1, 2012 (the “Notice”). Under Section 4(b) of the Note, at any time after the ~~Company’s~~noteholder ~~listed~~becomes ~~securities~~aware ~~did~~of ~~not~~an ~~maintain~~event of default, the ~~minimum~~noteholder ~~market~~may ~~value~~require the Company to redeem all or any portion of ~~$35~~the ~~million~~outstanding ~~required~~amounts ~~for~~under ~~continued~~the ~~listing~~Note onby delivering a notice to the Company. The ~~Nasdaq~~Notice ~~Capital~~requests ~~Market~~that ~~pursuant~~the Company remit a redemption amount equal to ~~Nasdaq~~approximately ~~Marketplace~~$7.5 ~~Rule 5550(b)(2) (the~~million, ~~“Market~~representing ~~Value~~120% of ~~Listed~~the ~~Securities~~outstanding ~~Rule”)~~principal and accrued and unpaid interest on the Note. The Notice ~~has~~also noprovides ~~effect~~that on the ~~listing~~noteholder has not limited any of its rights under the ~~Company’s~~Note ~~common~~by ~~stock~~delivery atof ~~this~~the ~~time~~Notice.

~~The~~Pursuant ~~Notice~~to ~~also~~the ~~stated~~terms ~~that~~of the Note, ~~pursuant~~the Company is to ~~Nasdaq~~deliver ~~Marketplace~~the ~~Rule 5810(c)(3)(C)~~redemption amount within five business days of receipt of the Notice, and the Company ~~has~~does ~~been~~not ~~provided~~intend ~~180~~to ~~calendar~~pay ~~days~~the redemption amount within such period. If the Company does not pay the redemption amount within such period, orthe ~~until~~noteholder ~~February 12~~may at anytime thereafter have the option, ~~2013~~in lieu of receiving the redemption amount, to ~~regain~~require ~~compliance~~the ~~with~~Company to issue a new promissory note to replace the ~~Market~~existing ~~Value~~Note equal to the redemption amount and having a conversion price equal to the lesser of ~~Listed~~(i) the ~~Securities~~conversion ~~Rule. To~~price doas ~~so,~~in effect on the ~~market~~date ~~value~~the noteholder withdraws the prior Notice as to all or any portion of the redemption amount and (ii) 90% of the closing bid price of the Company’s ~~listed~~common ~~securities~~stock ~~must~~during ~~close~~the atperiod ~~$35~~beginning ~~million~~on orand ~~more~~including ~~for~~the adate ~~minimum~~on ofwhich 10the ~~consecutive~~Notice ~~trading~~was ~~days~~delivered ~~prior~~and toending ~~that~~on and including the date on which the Notice was withdrawn.

IfThe ~~the~~ Company’s ~~does~~failure ~~not~~to ~~regain~~pay ~~compliance~~the ~~with~~installment amount when due under the ~~Market~~Note ~~Value~~constitutes an event of ~~Listed~~default ~~Securities~~under ~~Rule prior~~the toCompany’s ~~February~~Amended and Restated Credit Agreement, dated as of April 1222, ~~2013~~2011, ~~then~~with ~~Nasdaq~~Silicon ~~will~~Valley ~~notify~~Bank (the ~~Company~~“Bank”), ~~that~~as amended to date (the “Credit Agreement”), and under the Company’s ~~securities~~Venture ~~are~~Loan ~~subject~~and Security Agreement with Compass Horizon Funding Company LLC, as amended to ~~delisting~~date. Under Atthe ~~that~~Credit ~~time~~Agreement, the ~~Company~~Bank may ~~appeal~~elect ~~Nasdaq’s~~to ~~delisting~~terminate ~~determination~~any future advances to athe ~~Nasdaq~~Company, ~~Listing~~to ~~Qualifications~~accelerate ~~Panel~~all amounts understanding under the Credit Agreement, and/or to take any other actions to enforce its rights under the Credit Agreement, but has not done so at this time.

The Company intends to actively monitor the market value for its listed securities between now and February 12, 2013, and will consider available options to resolve the deficiency and regain compliance with the Market Value of Listed Securities Rule.2

As disclosed earlier, on June 19, 2012 the Company had received a delisting determination letter from the staff of Nasdaq due to the Company’s failure to regain compliance with The Nasdaq Capital Market’s minimum bid price requirement for continued listing, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Company appealed Nasdaq’s determination before Nasdaq’s Hearing Panel on July 26, 2012 and is awaiting the Hearing Panel’s decision. The delisting of the Company’s stock has been stayed pending the completion of the appeal process.SIGNATURE

2Pursuant 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.

SIGNATURE

	SATCON TECHNOLOGY CORPORATION


Date: October 11, 2012	By:	/s/ Aaron M. Gomolak
		Aaron M. Gomolak
		Chief Financial Officer

~~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.~~3

	SATCON TECHNOLOGY CORPORATION
Date: August 21, 2012	By:	/s/ John W. Peacock
		John W. Peacock
		Chief Accounting Officer

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