Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
McNeil John Alexander
  2. Issuer Name and Ticker or Trading Symbol
ATLANTIC POWER CORP [AT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ATLANTIC POWER CORPORATION, 3 ALLIED DRIVE, SUITE 220
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2015
(Street)

DEDHAM, MA 02026
4. If Amendment, Date Original Filed(Month/Day/Year)
01/04/2016
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
5.60% Convertible Debentures due June 30, 2017 (9) $ 13.08 (1) 12/31/2015   P   $ 72,250 (4)   12/31/2015 06/30/2017 Common shares 5,524 (2) $ 64.3 (3) $ 72,250 (4) D  
6.00% Convertible Debentures due December 31, 2019 $ 10.48 (5) 12/31/2015   P   $ 36,125 (8)   12/31/2015 12/31/2019 Common shares 3,448 (6) $ 55.99 (7) $ 72,250 (10) (8) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McNeil John Alexander
C/O ATLANTIC POWER CORPORATION
3 ALLIED DRIVE, SUITE 220
DEDHAM, MA 02026
  X      

Signatures

 /s John S. Miele, attorney-in-fact   01/05/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) The 5.60% Convertible Debentures due June 30, 2017 are convertible into approximately 55.2486 common shares per Cdn$1,000 principal amount, at any time, at the option of the holder representing a conversion price of Cdn$18.10 per common share. The conversion price of Cdn$18.10 was converted to the U.S. dollar equivalent of $13.08 using the December 31, 2015 end of day exchange rate of .7225.
(2) The 5.60% Convertible Debentures due June 30, 2017 are convertible into approximately 55.2486 common shares per Cdn$1,000 principal amount, at any time, at the option of the holder representing a conversion price of Cdn$18.10 per common share. The Cdn$100,000 of convertible debentures converts to 5,524 common shares using the December 31, 2015 end of day exchange rate of .7225.
(3) The Cdn$100,000 principal of 5.60% Convertible Debentures due June 30, 2017 were purchased at a price of Cdn$89.00. This was converted to a U.S. dollar equivalent of $64.30 using the December 31, 2015 end of day exchange rate of .7225.
(4) The Cdn$100,000 principal of 5.60% Convertible Debentures due June 30, 2017 were converted to a U.S. dollar equivalent of $72,250 using the December 31, 2015 end of day exchange rate of .7225.
(5) The 6.00% Convertible Debentures due December 31, 2019 are convertible into approximately 68.9655 common shares per Cdn$1,000 principal amount, at any time, at the option of the holder representing a conversion price of Cdn$14.50 per common share. The conversion price of Cdn$14.50 was converted to the U.S. dollar equivalent of $10.48 using the December 31, 2015 end of day exchange rate of .7225.
(6) The 6.00% Convertible Debentures due December 31, 2019 are convertible into approximately 68.9655 common shares per Cdn$1,000 principal amount, at any time, at the option of the holder representing a conversion price of Cdn$14.50 per common share. The Cdn$50,000 of convertible debentures converts to 3,448 common shares using the December 31, 2015 end of day exchange rate of .7225.
(7) The Cdn$50,000 principal of 6.00% Convertible Debentures due December 31, 2019 were purchased at a price of Cdn$77.50. This was converted to a U.S. dollar equivalent of $55.99 using the December 31, 2015 end of day exchange rate of .7225.
(8) The Cdn$50,000 principal of 6.00% Convertible Debentures due December 31, 2019 were converted to a U.S. dollar equivalent of $36,125 using the December 31, 2015 end of day exchange rate of .7225.
(9) The Form 4 filed for Mr. McNeil on January 4, 2016 incorrectly identified the instrument purchased as 6.25% Convertible Debentures due March 15, 2017. The correct title of the derivative security in Column 1 of Table II should have been 5.60% Convertible Debenture due June 30, 2017. All pertinent information has been corrected based on the investment actually purchased. The Number of Derivative Securities Beneficially Owned Following Reported Transaction in Column 9 of Table II has also been corrected to $72,250 from $151,725.
(10) The Form 4 filed for Mr. McNeil on January 4, 2016 incorrectly disclosed The Number of Derivative Securities Beneficially Owned Following Reported Transaction in Column 9 of Table II in units of securities as opposed to U.S. Dollars. This amended Form 4 corrects that error and appropriately disclosed the total in U.S. Dollars, which total includes 6.00% Convertible Debentures due December 31, 2019 previously acquired by Mr. McNeil.

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