Edgar Filing: DAMORE RICHARD A

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â NBVM GP, LLC

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

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

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS,Â 950 WINTER STREET, SUITE 4600

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 Original Filed(Month/Day/Year)

(Street)

WALTHAM,Â MAÂ 02451

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,006,191 ⁽²⁾	$ ⁽¹⁾	D	Â
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	493,809 ⁽³⁾	$ ⁽¹⁾	D	Â
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	647,267 ⁽²⁾	$ ⁽¹⁾	D	Â
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	317,252 ⁽³⁾	$ ⁽¹⁾	D	Â
Series C Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	741,268 ⁽²⁾	$ ⁽¹⁾	D	Â
Series C Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	363,324 ⁽³⁾	$ ⁽¹⁾	D	Â
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	594,302 ⁽²⁾	$ ⁽¹⁾	D	Â
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	291,291 ⁽³⁾	$ ⁽¹⁾	D	Â
Series F Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	510,840 ⁽²⁾	$ ⁽¹⁾	D	Â
Series F Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	250,383 ⁽³⁾	$ ⁽¹⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NBVM GP, LLC C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â
NORTH BRIDGE VENTURE PARTNERS V A LP C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â
NORTH BRIDGE VENTURE PARTNERS V-B LP C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â
North Bridge Venture Management V, L.P. C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â
ANDERSON EDWARD T C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â
DAMORE RICHARD A C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â

Signatures

NBVM GP, LLC /s/ Edward T. Anderson, Manager		09/23/2009
^**Signature of Reporting Person		Date
North Bridge Venture Partners V-A, L.P. By: North Bridge Venture Management V, L.P., its General Partner; By: NBVM GP, LLC, its General Partner; /s/ Edward T. Anderson; Manager		09/23/2009
^**Signature of Reporting Person		Date
North Bridge Venture Partners V-B, L.P. By: North Bridge Venture Management V, L.P., its General Partner; By NBVM GP LLC, its General Partner; /s/ Edward T. Anderson, Manager		09/23/2009
^**Signature of Reporting Person		Date
North Bridge Venture Management V, L.P. By: NBVM GP, LLC, its General Partner; /s/ Edward T. Anderson; Manager		09/23/2009
^**Signature of Reporting Person		Date
/s/ Edward T. Anderson		09/23/2009
^**Signature of Reporting Person		Date
/s/ Richard A. D'Amore		09/23/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 V-A, L.P., or NBVP V-A. NBVM GP, LLC, or NVBM, the sole general partner of North Bridge Venture Management V, L.P., which is the sole general partner of NBVP V-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 V-B, L.P., or NBVP V-B. NBVM GP, LLC, or NVBM, the sole general partner of North Bridge Venture Management V, L.P., which is the sole general partner of NBVP V-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.

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