SecProbe.io

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 filename1.htm

 December 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Matthew Derby

 Re:
 Capstone
 Green Energy Holdings, Inc.

 Registration
 Statement on Form S-1

 Filed
 December 23, 2025

 File
 No. 333-292401

 Ladies and Gentlemen:

 Pursuant to
Rule 461 promulgated under the Securities Act of 1933, as amended, Capstone Green Energy Holdings, Inc. (the " Company ")
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 4:00
p.m. Eastern Time on January 2, 2026, or as soon as practicable thereafter.

 Once the Registration Statement has been declared effective, please
contact our counsel, Elizabeth McNichol of Katten Muchin Rosenman LLP, at (214) 765-3661 to orally confirm that event or if you have any
questions or require additional information regarding this matter.

 Sincerely,

 /s/ Alfredo Gomez

 Name: Alfredo Gomez

 Title: General Counsel

 cc:
 Vincent J. Canino, Chief Executive Officer

 Mark D Wood, Katten Muchin Rosenman LLP

 Elizabeth C. McNichol, Katten Muchin Rosenman LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 30, 2025

Vincent Canino
Chief Executive Officer
Capstone Green Energy Holdings, Inc.
16640 Stagg Street
Van Nuys, CA 91406

 Re: Capstone Green Energy Holdings, Inc.
 Registration Statement on Form S-1
 Filed December 23, 2025
 File No. 333-292401
Dear Vincent Canino:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Matthew Derby at 202-551-3334 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

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April 12, 2021

​

Via EDGAR

​

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Matthew Derby

​

Re:      Capstone Turbine Corporation

            Registration Statement on Form S-3 (File No. 333-254547)

​

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Capstone Turbine Corporation (the “Company”) hereby respectfully requests that the Securities and Exchange Commission take such action as may be necessary and proper in order that the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) may be declared effective on April 14, 2021, at 4:30 p.m., Eastern time, or as soon as possible thereafter.

Please call Mark D. Wood ((312) 902-5493)) or Mark J. Reyes ((312) 902-5612)) of Katten Muchin Rosenman LLP, counsel to the Company, as soon as the Registration Statement is declared effective.

​

​

​

 ​

 ​

​

 Very truly yours,

​

 ​

​

 Capstone Turbine Corporation

​

 ​

​

 ​

​

 By:

 /s/ Frederick S. Hencken III

​

 Name:

 Frederick S. Hencken III

​

 Title:

 Chief Financial Officer

​

​

​

​

cc:        Mark D. Wood, Esq., Katten Muchin Rosenman LLP

            Mark J. Reyes, Esq., Katten Muchin Rosenman LLP

United States securities and exchange commission logo
March 30, 2021
Darren Jamison
Chief Executive Officer
Capstone Turbine Corporation
16640 Stagg Street
Van Nuys, CA 91406
Re:Capstone Turbine Corporation
Registration Statement on Form S-3
Filed March 22, 2021
File No. 333-254547
Dear Mr. Jamison:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Derby, Staff Attorney, at (202) 551-3334  or Larry Spirgel,
Office Chief, at (202) 551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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Capstone Turbine Corporation

16640 Stagg Street

Van Nuys, California 91406

October 7, 2019

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Capstone Turbine   Corporation

Registration Statement   on Form S-3 filed July 29, 2019, as amended

File   No. 333-232867

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Capstone Turbine Corporation (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to October 9, 2019, at 5:00 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.  In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Mitzi Chang of Goodwin Procter LLP at (415) 733-6017.

Sincerely,

Capstone Turbine   Corporation

/s/ Darren Jamison

Darren Jamison

President and Chief   Executive Officer

cc:

Eric   Hencken, Interim Chief Financial Officer and Chief Accounting Officer, Capstone Turbine Corporation
   Jocelyn Arel, Esq., Goodwin Procter   LLP

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Goodwin Procter LLP
   Three Embarcadero Center,
   28th Floor
   San Francisco, CA 94111

goodwinlaw.com
   +1 415 733 6000

October 2, 2019

VIA EDGAR AND FEDERAL EXPRESS

Office of Electronics and Machinery

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C.  20549

Attn:  Tim Buchmiller
     Russell Mancuso

Re:

Capstone Turbine Corporation

Registration Statement on Form S-3

Filed July 29, 2019

File No. 333-232867

Ladies and Gentlemen:

This letter is being submitted on behalf of Capstone Turbine Corporation (the “Company”) in response to the comment contained in the letter dated August 9, 2019 (the “Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Darren R. Jamison, President and Chief Executive Officer of the Company, with respect to the Company’s Registration Statement on Form S-3 that was submitted on July 29, 2019.  The Company is concurrently filing an Amendment No. 1 to the Registration Statement (the “Amendment”), including changes in response to the Staff’s comments.

All page references in the Company’s response below are to the Amendment.  Two copies of this letter and the marked Amendment will be provided to Tim Buchmiller of the Commission.

Registration Statement on Form S-3 filed July 29, 2019

Description of Capital Stock, page 8

1.              We note that your forum selection provision in your bylaws identifies the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware) as the exclusive forum for certain litigation, including any “derivative action.” Please clearly and prominently describe the provision and any risks or other impacts on investors in your prospectus. Include in the prospectus disclosure of whether the provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations

thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

RESPONSE:  The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 12 of the Amendment to clarify that the Delaware choice of forum provision in the Company’s bylaws does not apply to any actions arising under the Securities Act or the Exchange Act, and to describe the potential risks or other impacts to investors related to the Delaware choice of forum provision.

*                                         *                                         *

2

If you require additional information, please telephone the undersigned at (415) 733-6017.

Sincerely,

/s/ Mitzi Chang

Mitzi Chang

Enclosures:

cc:                                Darren R. Jamison, Capstone Turbine Corporation

Eric Hencken, Capstone Turbine Corporation

Jocelyn Arel, Goodwin Procter LLP

3

August 9, 2019
Darren R. Jamison
President and Chief Executive Officer
Capstone Turbine Corporation
16640 Stagg Street
Van Nuys, California 91406
Re:Capstone Turbine Corporation
Registration Statement on Form S-3
Filed July 29, 2019
File No. 333-232867
Dear Mr. Jamison:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have additional comments.
Registration Statement on Form S-3 filed July 29, 2019
Description of Capital Stock, page 8
1.We note that your forum selection provision in your bylaws identifies the Court of
Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware
does not have jurisdiction, the federal district court for the District of Delaware) as the
exclusive forum for certain litigation, including any "derivative action."  Please clearly
and prominently describe the provision and any risks or other impacts on investors in your
prospectus.  Include in the prospectus disclosure of whether the provision applies to
actions arising under the Securities Act or Exchange Act.  If so, please also state that there
is uncertainty as to whether a court would enforce such provision.  If the provision applies
to Securities Act claims, please also state that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.  In that regard, we note

 FirstName LastNameDarren R. Jamison
 Comapany NameCapstone Turbine Corporation
 August 9, 2019 Page 2
 FirstName LastName
Darren R. Jamison
Capstone Turbine Corporation
August 9, 2019
Page 2
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso, Branch Chief,
at (202) 551-3617 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Jocelyn M. Arel, Esq.

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CAPSTONE TURBINE CORPORATION

16640 Stagg Street

Van Nuys, CA 91406

July 16, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Caleb French

Re:     Capstone Turbine Corporation

Acceleration Request for Registration Statement on Form S-3

File No. 333-225503

Dear Mr. French:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Capstone Turbine Corporation (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to July 18, 2018, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Mitzi Chang at (415) 733-6017. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Mitzi Chang, by facsimile to (415) 384-6006.

In connection with the foregoing, the Company hereby acknowledges the following:

·             should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·             the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·             the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this request, please contact Mitzi Chang of Goodwin Procter LLP at (415) 733-6017.

Very truly yours,

CAPSTONE TURBINE   CORPORATION

By:

/s/ Darren R. Jamison

Name:

Darren R. Jamison

Title:

President and Chief   Executive Officer

cc:

Darren R. Jamison, Capstone Turbine Corporation

Jocelyn Arel, Goodwin Procter LLP

Mitzi Chang, Goodwin Procter LLP

June 18, 2018
Darren R. Jamison
President and Chief Executive Officer
Capstone Turbine Corporation
16640 Stagg Street
Van Nuys, CA 91406
Re:Capstone Turbine Corporation
Registration Statement on Form S-3
Filed June 7, 2018
File No. 333-225503
Dear Mr. Jamison:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Caleb French at 202-551-6947 with any questions.
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Jocelyn M. Arel, Esq.

Mail Stop 3030

July 17, 2017

Darren R. Jamison
President and Chief Executive Officer
Capstone Turbine Corporation
21211 Nordhoff Street
Chatsworth, California 91311

Re: Capstone Turbine Corporation
Preliminary Proxy Statement on Schedule PRE  14A
Filed June 30 , 2016 7
File No. 00 1-15957

Dear Mr. Jamison :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Jocelyn M. Arel, Esq.
Goodwin Procter LLP

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			Response_July2017

			July 11, 2017

			VIA EDGAR AND OVERNIGHT COURIER

			U.S. Securities and Exchange Commission

			100 F Street, N.E.

			Washington, D.C.  20549

			Attn:[____]

			Re:      Capstone Turbine Corporation

			Preliminary Proxy Statement
Filed June 30, 2017
File No. 001-15957

			Ladies and Gentlemen:

			This letter is submitted on behalf of Capstone Turbine Corporation (the “Company”), to respond to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) conveyed in a telephone conversation on July 7, 2017 with respect to the preliminary proxy statement (the “Proxy Statement”) for the Company filed with the Commission on June 30, 2017 pursuant to Section 14(a) of the Securities Exchange Act of 1934. The Company is concurrently filing Amendment No. 1 to the Proxy Statement, which includes changes that reflect responses to the Staff’s comments.

			For convenience of reference, we have set forth each of the Staff’s comments below, followed by our response.  Capitalized terms used in this letter without definition have the same meanings given to them in the Proxy Statement unless otherwise indicated.

			The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.

			Proposal 2, page 18

			1.Please explain how and when stockholders will be informed regarding the treatment of fractional shares.

			Response 1:  The Company acknowledges the Staff’s comment and confirms that it has revised the disclosure in Proposal 2. Please see the additional disclosure on page 21.

			Proposal 4, page 28

			2.Please  fill in the blanks so that the Staff can understand the impact of the reduction in exercise price.  The Staff may have follow up comments once it understands the impact.

			Response 2:  The Company acknowledges the Staff’s comment and confirms that it revised the disclosure in Proposal 4. Please see the additional disclosure on pages 28 and 29.

			***

			If you should have any questions concerning the enclosed matters, please contact the undersigned at (617) 570-1067.

			Very truly yours,

			/s/ Jocelyn M. Arel, Esq.

			Jocelyn M. Arel, Esq.

			cc:        Jayme L. Brooks, Chief Financial Officer & Chief Accounting Officer, Capstone Turbine Corporation

			Clarice Hovsepian, Vice President, Corporate Counsel & Corporate Secretary, Capstone

			Turbine Corporation

			Brandon Manor, Manager, Financial Reporting, Capstone Turbine Corporation

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June 18, 2015

Via EDGAR

Securities and Exchange Commission

450 Fifth Street, N.E.

Washington, D.C. 20549-6010

Attention:                                         Jay Mumford

Division of Corporation Finance

Re:                             Capstone Turbine Corporation

Registration Statement on Form S-3

File Number 333-203431

Dear Mr. Mumford:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned, on behalf of Capstone Turbine Corporation (the “Registrant”), requests acceleration of the effective date of the above-captioned Registration Statement, as then amended, to 3:00 p.m., Eastern time, June 22, 2015 or as soon thereafter as practicable.

In connection with this request to accelerate the effective date of the Registration Statement, the Registrant acknowledges the following:

·                  should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this letter, please call the undersigned at (818) 407-3645 or our legal counsel, J. Chase Cole, at (615) 850-8476.

Very truly yours,

By:

/s/ Jayme L. Brooks

Jayme L. Brooks

Its:

Chief Financial Officer   and Chief Accounting Officer

cc:                                J. Chase Cole

October 17 , 2013

Via E -mail
Darren R. Jamison
President and Chief Executive Officer
Capstone Turbine Corporation
21211 Nordhoff Street
Chatsworth, California  91311

Re: Capstone Turbine Corporation
 Form 10 -K
Filed June 13, 2013
File No. 001-15957

Dear Mr. Jamison :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director

cc (via e -mail):  J. Chase Cole,  Esq.
 Waller Lansden Dortch  & Davis, LLP

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October 11, 2013

VIA EDGAR

Amanda Ravitz

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Capstone Turbine Corporation

Form 10-K

Filed June 13, 2013

File No. 001-15957

Dear Ms. Ravitz:

Below is the response of Capstone Turbine Corporation (the “Company”) to the comment issued by the staff of the Division of Corporation Finance (the “Staff”) in a letter to the Company dated September 27, 2013 regarding the above-referenced Form 10-K for the fiscal year ended March 31, 2013 (the “Form 10-K”).  The Staff’s comment is repeated and underlined below for convenience of reference.

Comment:

Item 11.  Executive Compensation

1.                                      We see from your disclosure in the “Summary Compensation Table” on page 35  of your proxy statement that you have incorporated by reference into your annual report on Form 10-K that the value of the fiscal 2013 stock and option awards to your named executive officers increased significantly, in some cases doubling, from the value of the same awards made in fiscal 2012. Please tell us, and expand your compensation discussion and analysis in future filings to disclose, as appropriate, how you determined the size of the stock and option awards granted to each named executive officer, how and why those stock and option awards varied among the named executive officers and how and why the compensation committee determined to increase or decrease the value of those awards as compared to the prior year. Refer to Regulation S-K Item 402(b)(1)(v) and (b)(2)(ix). For additional guidance, please see “Staff Observations in the Review of Executive Compensation Disclosure” available at http://www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm.

Response:

As we will be describing in detail below, the value of the awards in fiscal year 2013 were at historical levels. For fiscal year 2012, equity incentives were temporarily reduced by approximately half of the amounts awarded in fiscal year 2011 and in earlier years. This was a result of the depletion of shares available under the Company’s Amended and Restated 2000 Equity Incentive Plan (the “Equity Incentive Plan”) in 2012 and is illustrated in the schedule of awards to named executive officers for fiscal years 2011 through 2014 attached hereto as Schedule 1.

The Compensation Committee sets the amount of stock incentive awards for each named executive officer on the basis of equity incentive awards made to comparable officers by peer companies. It also evaluates the level of equity incentives that have been previously awarded to each named executive officer. Distinctions between executive officers are based on comparison data and the Compensation Committee’s assessment of each individual. The Compensation Committee relies on comparative market data provided by its independent compensation consultant, Aon Hewitt (“Hewitt”). Such data includes comprehensive analyses of total compensation and compensation components based on published survey data sized to the Company’s total revenue and includes publicly-traded technology and manufacturing industry companies that are between $50 million and $200 million in revenue. This information includes share utilization and annual grant rates. The Compensation Committee also evaluates the total cost of its stock-based compensation programs, and the effect of such cost on the Company’s performance, based on information provided annually by, and in consultation with, Hewitt.

For fiscal year 2012, the shares available for awards under the Company’s Equity Incentive Plan were substantially depleted. There were not enough shares to make awards that would have been in the normal range and as had been recommended by Hewitt under its normal analysis for fiscal year 2012. Therefore, in consultation with Hewitt, the Compensation Committee approved a reduction of approximately 48% of the proposed aggregate award. Proportionate reductions were made to the amounts that would have been awarded to each named executive officer. Stockholders approved adding 9,000,000 shares of stock for awards under the Equity Incentive Plan in fiscal year 2013. The subsequent awards for fiscal year 2013 and fiscal year 2014 reflect the availability of shares for awards that are more closely aligned with the Company’s historical practices.  Such awards were based on Hewitt’s analysis, and management was being rewarded for substantial progress towards internal goals. As requested by the Staff, the Company will expand its disclosure in future filings to include the requested items as appropriate.

In connection with this response, the Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Securities and Exchange Commission; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you or the Staff have any questions or comments regarding the Company’s response, please contact the undersigned at (818) 734-5300 or the Company’s legal counsel, J. Chase Cole at (615) 850-8476.

Very   truly yours,

Capstone   Turbine Corporation

By:

/s/   Edward I. Reich

Edward   I. Reich

Executive   Vice President and

Chief   Financial Officer

cc:                                J. Chase Cole

2

Schedule 1

Awards to Named Executive Officers for Fiscal Years 2011 through 2014

Officer

Fiscal Year

Grant Date

Awards

Reported Value

Darren R. Jamison

2014

4/9/2013

589,200   options

N/A

166,670   RSUs

N/A

2013

6/6/2012

583,330   options

$

391,939

145,830   RSUs

$

147,288

2012

6/8/2011

150,000   options

$

170,085

45,000   RSUs

$

73,800

2011

6/9/2010

360,000   options

$

282,600

60,000   RSUs

$

63,000

Edward I. Reich

2014

4/9/2013

235,700   options

N/A

66,670   RSUs

N/A

2013

6/6/2012

250,000   options

$

167,975

62,500   RSUs

$

63,125

2012

6/8/2011

75,000   options

$

85,043

15,000   RSUs

$

24,600

2011

6/9/2010

150,000   options

$

117,750

20,000   RSUs

$

21,000

Jayme L. Brooks

2014

4/9/2013

78,600   options

N/A

22,220   RSUs

N/A

2013

6/6/2012

83,330   options

$

55,989

20,830   RSUs

$

21,038

2012

6/13/2011

43,300   options

$

50,947

0   RSUs

$

0

2011

6/9/2010

86,600   options

$

67,981

0   RSUs

$

0

James D. Crouse

2014

4/9/2013

235,700   options

N/A

66,670   RSUs

N/A

2013

6/6/2012

250,000   options

$

167,975

62,500   RSUs

$

63,125

2012

6/8/2011

75,000   options

$

85,043

15,000   RSUs

$

24,600

2011

6/9/2010

75,000   options

$

58,875

18,000   RSUs

$

18,900

Mark G. Gilbreth(1)

2014

N/A

—

—

—

—

2013

6/6/2012

250,000   options

$

167,975

62,500   RSUs

$

63,125

2012

6/8/2011

75,000   options

$

85,043

15,000   RSUs

$

24,600

2011

6/9/2010

135,000   options

$

105,975

22,000   RSUs

$

23,100

(1)  Mr. Gilbreth resigned from the Company effective March 29, 2013 and accordingly was not granted any plan-based awards for fiscal year 2014.

3

September 27 , 2013

Via E -mail
Darren R. Jamison
President and Chief Executive Officer
Capstone Turbine Corporation
21211 Nordhoff Street
Chatsworth, California

Re: Capstone Turbine Corporation
 Form 10-K
Filed June 13, 2013
File No. 001-15957

Dear Mr. Jamison :

We have reviewed your filing an d have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment appl ies to your facts and circumstanc es or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to our comment , we may have additional comments.

Item 11.  Executive Compensat ion

1. We see from your disclosure in the “Summary Compensation Table” on page 35 of your
proxy statement that you have incorporated by reference int o your annual report on
Form  10-K that the value of the fiscal 2013 stock and option awards to your named
executive officers increased significantly, in some cases doubling , from the value of the
same awards made in fiscal 2012.  Please tell us, and expand your compensation
discussion and analysis in future filings to disclose, as appropriate, how you determined
the size of the stock and option awards granted to each named executive officer , how and
why those stock and option awards varied among the named executive officers and how
and why the compensation committee determined to increase or decrease the value of
those awards as compared to the prior year .  Refer to Regulation S -K Item 402(b)(1)(v)
and (b)(2)(ix).  For additiona l guidance, please see “Staff Observations in the Review of
Executive Compe nsation Disclosure” available at
http://www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm .

Darren R. Jamison
Capstone Turbine Corporation
September 27, 2013
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filin g includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In responding to our comment, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Jay Mumford, reviewing attorney, at (202) 551 -3637 or Tim Buchmiller,
staff attorney, at (202) 551 -3635  with other questions.

Sincerely,

 /s/ Tim Buchmiller for

 Amanda Ravitz
Assistant Director

cc (via e -mail):  J. Chase Cole,  Esq.
 Waller Lansden Dortch  & Davis, LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
          May 16, 2011  Edward I. Reich Chief Financial Officer Capstone Turbine Corporation 21211 Nordhoff Street Chatsworth, CA  91311
 Re: Capstone Turbine Corporation
  Form 10-K for the fiscal year ended March 31, 2010
Filed June 14, 2010
  File No. 001-15957
Dear Mr. Reich:

We have completed our review of your filing.  We remind you that our comments
or changes to disclosure in response to our comments do not for eclose the Commission
from taking any action with respect to the company or the filing and the company may
not assert staff comments as a defense in any proceeding initiate d by the Commission or
any person under the federal securities laws of  the United States.  We urge all persons
who are responsible for the accuracy and adequa cy of the disclosure in the filing to be
certain that the filing include s the information the Securities Exchange Act of 1934 and
all applicable rules require.
       S i n c e r e l y ,

Brian Cascio Accounting Branch Chief

CORRESP
1
filename1.htm

April 19, 2011

VIA EDGAR

Brian Cascio

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Capstone Turbine Corporation

Form 10-K for the Fiscal Year Ended March 31, 2010

Filed June 14, 2010

File No. 001-15957

Dear Mr. Cascio:

Below is the response of Capstone Turbine Corporation (the “Company”) to the comments issued by the staff of the Division of Corporation Finance (the “Staff”) in a letter to the Company dated March 22, 2011 regarding the above-referenced Form 10-K for the fiscal year ended March 31, 2010 (the “Form 10-K”).  The Staff’s comments are repeated and underlined below for convenience of reference.

Form 10-K for the fiscal year ended March 31, 2010

Item 8.  Financial Statements

Note 3.  Inventories, page F-15

1.             Comment:             In future filings please provide disclosure about the nature of non-current inventory, including the age of the inventory and the timeframe over which you expect to use the non-current inventory.  Please provide us a sample of proposed revised disclosure.

Response:             As requested by the Staff, the Company will expand its disclosure related to its non-current inventory in future filings.  Provided below is a sample of the Company’s proposed disclosure in the notes to its consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011.  The following disclosure is based on unaudited preliminary amounts that are subject to change:

The non-current portion of inventories represents that portion of the inventories in excess of amounts expected to be used in the next twelve months. The non-current inventories are primarily comprised of repair parts for older generation products that are still in operation, but are not technologically compatible with current configurations. The weighted average age of the inventories on hand as of March 31, 2011 is 1.55 years. The Company expects to use the non-current portion of the inventories on hand as of March 31, 2011 over the periods presented in the following table:

Expected Period of Use (in months)

Non-current Inventory Balance Expected to be
   Used (in thousands)

13 to 24 months

$

1,084

25 to 36 months

673

37 to 48 months

658

Total

$

2,415

Note 9.  Fair Value Measurements, page F-27

2.             Comment:            On page F-28 you disclose that the inputs to determine the fair value of the derivative warrant liability is Level 2 in the fair value hierarchy.  Please tell us how you determined that the derivative warrant valuation is Level 2 as opposed to Level 3 in the fair value hierarchy.  Please note that under FASB ASC 820-10-35-37 the level in the fair value hierarchy should be determined based upon the lowest level input that is significant to the fair value measurement in its entirety.  We also refer you to FASB ASC 820-10-55-22 which states that a Level 3 input would include historical volatility.

Response:             The Company disclosed in the notes to its consolidated financial statements in its Annual Report on Form 10-K for the year ended March 31, 2010 that the inputs to determine the fair value of the derivative warrant liability are Level 2 in the fair value hierarchy because the applied historical volatility of the Company’s stock prices was based on observable inputs. However, in accordance with FASB ASC 820-10-55-22, the Company acknowledges that historical volatility represents a Level 3 input. Therefore, the Company will revise the fair value measurement disclosure in its future filing of the Annual Report on Form 10-K for the year ended March 31, 2011 to state that the inputs to determine the fair value of the derivative warrant liability are Level 3 in the fair value hierarchy. The Company will include the required disclosures pertaining to a Level 3 fair value measurement in accordance with FASB ASC 820-50 for all periods presented.

The Company considered the quantitative and qualitative factors included in SEC Staff Accounting Bulletin Topic 1.M (SAB 99), Materiality, and has determined that this correction of an error is not material to the financial statements.  This error would not have an effect on any amounts in the financial statements.  The previous disclosure included a description of the assumptions used in the valuation, which would not be impacted by the revised disclosure, thus the error would not impact the users’ of the financial statements ability to understand the manner in which the valuation was prepared.  As there is not a substantial likelihood that a reasonable user of the financial statements would be influenced by this disclosure, the Company will include

2

substantially the following disclosure related to a correction of an error in accordance with FASB ASC 250, Accounting Changes and Error Corrections, in its filing of the Form 10-K for the year ended March 31, 2011:

In the notes to its consolidated financial statements for the year ended March 31, 2010, the Company classified the inputs to determine the fair value of the warrant liability as Level 2 in the fair value hierarchy; however, the Company has reclassified such warrant liability as Level 3 for all periods presented because the Company’s fair value determination was made using significant unobservable inputs.

In connection with this response, the Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Securities and Exchange Commission; (ii) Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you or the Staff have any questions or comments regarding the Company’s response, please contact the undersigned at (818) 734-5300 or the Company’s legal counsel, J. Chase Cole at (615) 850-8476.

Very   truly yours,

Capstone   Turbine Corporation

By:

/s/   Edward I. Reich

Edward   I. Reich

Executive   Vice President and

Chief   Financial Officer

cc:                                 J. Chase Cole

3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
          March 22, 2011  VIA U.S. MAIL and FACSIMILE

 Edward I. Reich Chief Financial Officer Capstone Turbine Corporation 21211 Nordhoff Street Chatsworth, CA  91311
 Re: Capstone Turbine Corporation
  Form 10-K for the fiscal year ended March 31, 2010
Filed June 14, 2010
  File No. 001-15957
Dear Mr. Reich:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your documents. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments appl y to your facts and circumst ances please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

Edward I. Reich
Capstone Turbine Corporation March 22, 2011 Page 2
Form 10-K for the fiscal year ended March 31, 2010

Item 8.  Financial Statements
 Note 3.  Inventories, page F-15

1. In future filings please provide disclo sure about the nature of non-current
inventory, including the age of the inventory and the timeframe over which you
expect to use the non-current  inventory.  Please provide us a sample of proposed
revised disclosure.
Note 9.  Fair Value Measurements, page F-27

2. On page F-28 you disclose that the input s to determine the fair value of the
derivative warrant liability is Level 2 in the fair value hierarchy.  Please tell us
how you determined that the derivative warrant valuation is Level 2 as opposed to Level 3 in the fair value hierarchy.  Please note that under FASB ASC 820-10-35-
37 the level in the fair value hierar chy should be determined based upon the
lowest level input that is significant to the fair value measurement in its entirety.
We also refer you to FASB ASC 820-10-55- 22 which states that a Level 3 input
would include historical volatility.

****

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.
 In responding to our comments, please provide a written statement from the
company acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Edward I. Reich
Capstone Turbine Corporation March 22, 2011 Page 3
You may contact Kristin Lochhead at (202) 551-3664 or Gary Todd at (202) 551-
3605 if you have questions regarding comments on the financial statements and related
matters.  If you have any other questions, pleas e do not hesitate to contact me at (202)
551-3676.

Sincerely,

     Brian Cascio  Accounting Branch Chief