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, ONE FEDERAL STREET, 30TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2014
(Street)

BOSTON, MA 02110
4. If Amendment, Date Original Filed(Month/Day/Year)
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
Common shares 10/09/2014   P   8,000 A $ 2.07 (1) 35,500 D  

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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
Convertible debentures $ 11.71 (2) 10/09/2014   P   $ 45,030 (3)   10/09/2014 03/15/2017 Common shares 3,464 (4) $ 77.9 (5) 45,030 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McNeil John Alexander
C/O ATLANTIC POWER CORPORATION
ONE FEDERAL STREET, 30TH FLOOR
BOSTON, MA 02110
  X      

Signatures

 Kenneth M. Hartwick, attorney-in-fact   10/14/2014
**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 common shares were acquired at a price of Cdn$2.30 which was converted to the U.S. dollar equivalent of $2.07 using the October 8, 2014 end of day exchange rate of .9006.
(2) The convertible debentures are convertible into approximately 76.9231 common shares per Cdn$1,000 principal amount, at any time, at the option of the holder representing a conversion price of Cdn$13.00 per common share. The conversion price of Cdn$13.00 was converted to the U.S. dollar equivalent of $11.71 using the October 8, 2014 end of day exchange rate of .9006.
(3) The Cdn$50,000 principal of convertible debentures were converted to a U.S. dollar equivalent of $45,030 using the October 8, 2014 end of day exchange rate of .9006.
(4) The convertible debentures are convertible into approximately 76.9231 common shares per Cdn$1,000 principal amount, at any time, at the option of the holder representing a conversion price of Cdn$13.00 per common share. The Cdn$50,000 of convertible debentures converts to 3,464 common shares using the October 8, 2014 end of day exchange rate of .9006.
(5) The Cdn$50,000 principal of convertible shares were purchased at a price of Cdn$86.50. This was converted to a U.S. dollar equivalent of $77.90 using the October 8, 2014 end of day exchange rate of .9006.

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