Alterna General Partner II Form 4 Midwest Energy Emissions / Eric M. Press ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Alterna Core Capital Assets Fund II, L.P.

(Last)

(First)

(Middle)

C/O ALTERNA CAPITAL PARTNERS LLC

15 RIVER ROAD, SUITE 320

(Street)

WILTON

06987

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Midwest Energy Emissions Corp. [ MEEC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.0001	11/29/2016		X		8,248,299⁽¹⁾	A	$0.5	11,700,000	I⁽²⁾⁽³⁾⁽⁴⁾	By AC Midwest Energy LLC⁽²⁾⁽³⁾⁽⁴⁾
Common Stock, par value $0.0001	11/29/2016		X		4,251,701⁽¹⁾	D	$1.47⁽⁵⁾	11,700,000	I⁽²⁾⁽³⁾⁽⁴⁾	By AC Midwest Energy LLC⁽²⁾⁽³⁾⁽⁴⁾
Common Stock, par value $0.0001	11/29/2016		X		1,751,701⁽⁶⁾	A	$0.35	11,700,000	I⁽²⁾⁽³⁾⁽⁴⁾	By AC Midwest Energy LLC⁽²⁾⁽³⁾⁽⁴⁾
Common Stock, par value $0.0001	11/29/2016		X		902,939⁽⁶⁾	D	$1.47⁽⁵⁾	11,700,000	I⁽²⁾⁽³⁾⁽⁴⁾	By AC Midwest Energy LLC⁽²⁾⁽³⁾⁽⁴⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
12% Senior Secured Convertible Note	$0.5	11/29/2016		D			$9,646,686⁽⁷⁾	⁽⁸⁾	⁽⁹⁾	Common Stock, par value $.0001	$9,646,686⁽⁷⁾	⁽⁷⁾	11,700,000	I⁽²⁾⁽³⁾⁽⁴⁾	By AC Midwest Energy LLC⁽²⁾⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.5	11/29/2016		X			12,500,000⁽¹⁾	⁽⁸⁾	08/14/2019	Common Stock, par value $.0001	12,500,000⁽¹⁾	⁽¹⁾	11,700,000	I⁽²⁾⁽³⁾⁽⁴⁾	By AC Midwest Energy LLC⁽²⁾⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.5	11/29/2016		D			8,133,181⁽¹⁰⁾	⁽⁸⁾	08/14/2019	Common Stock, par value $.0001	8,133,181⁽¹⁰⁾	⁽¹⁰⁾	11,700,000	I⁽²⁾⁽³⁾⁽⁴⁾	By AC Midwest Energy LLC⁽²⁾⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.35	11/29/2016		X			2,654,639⁽⁶⁾	⁽⁸⁾	11/16/2020	Common Stock, par value $.0001	2,654,639⁽⁶⁾	⁽⁶⁾	11,700,000	I⁽²⁾⁽³⁾⁽⁴⁾	By AC Midwest Energy LLC⁽²⁾⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.35	11/29/2016		D			6,887,716⁽¹¹⁾	⁽⁸⁾	11/16/2020	Common Stock, par value $.0001	6,887,716⁽¹¹⁾	⁽¹¹⁾	11,700,000	I⁽²⁾⁽³⁾⁽⁴⁾	By AC Midwest Energy LLC⁽²⁾⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.35	11/29/2016		D			11,903,927⁽¹²⁾	⁽⁸⁾	01/28/2021	Common Stock, par value $.0001	11,903,927⁽¹²⁾	⁽¹²⁾	11,700,000	I⁽²⁾⁽³⁾⁽⁴⁾	By AC Midwest Energy LLC⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Alterna Core Capital Assets Fund II, L.P.

(Last)

(First)

(Middle)

C/O ALTERNA CAPITAL PARTNERS LLC

15 RIVER ROAD, SUITE 320

(Street)

WILTON

06987

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Alterna Capital Partners LLC

(Last)

(First)

(Middle)

C/O ALTERNA CAPITAL PARTNERS LLC

15 RIVER ROAD, SUITE 320

(Street)

WILTON

06897

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Alterna General Partner II LLC

(Last)

(First)

(Middle)

C/O ALTERNA CAPITAL PARTNERS LLC

15 RIVER ROAD, SUITE 320

(Street)

WILTON

06897

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AC Midwest Energy LLC

(Last)

(First)

(Middle)

C/O ALTERNA CAPITAL PARTNERS LLC

15 RIVER ROAD, SUITE 320

(Street)

WILTON

06897

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Toll Harry V.

(Last)

(First)

(Middle)

C/O ALTERNA CAPITAL PARTNERS LLC

15 RIVER ROAD, SUITE 320

(Street)

WILTON

06897

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Press Eric M.

(Last)

(First)

(Middle)

C/O ALTERNA CAPITAL PARTNERS LLC

15 RIVER ROAD, SUITE 320

(Street)

WILTON

06897

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Goldin Earle

(Last)

(First)

(Middle)

C/O ALTERNA CAPITAL PARTNERS LLC

15 RIVER ROAD, SUITE 320

(Street)

WILTON

06897

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Miller Roger P.

(Last)

(First)

(Middle)

C/O ALTERNA CAPITAL PARTNERS LLC

15 RIVER ROAD, SUITE 320

(Street)

WILTON

06897

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") acquired by AC Midwest Energy LLC ("AC Midwest") through the net cashless exercise of a warrant to acquire up 12,5000,000 shares of Common Stock (the "First Warrant"), pursuant to which 8,248,299 shares were issued to AC Midwest and 4,251,701 shares were withheld by the Issuer to pay the exercise price.

2. This statement is jointly filed by and on behalf of each of Alterna Core Capital Assets Fund II, L.P. ("Fund II"), Alterna Capital Partners LLC ("Alterna"), Alterna General Partner II LLC ("Fund II General Partner"), AC Midwest, Harry V. Toll, Eric M. Press, Roger P. Miller and Earle Goldin. AC Midwest is the record and direct beneficial owner of the securities covered by this statement. Fund II owns all of the outstanding equity interests of AC Midwest and may be deemed to beneficially own securities held by AC Midwest.

3. Alterna, in its capacity as investment adviser to Fund II, has the ability to direct the investment decisions of the Fund II, including the power to vote and dispose of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest. Fund II General Partner, in its capacity as the general partner of Fund II, has the ability to direct the management of Fund II's business, including the power to direct the decisions of Fund II regarding the vote and disposition of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest.

4. Each of Messrs. Toll, Press and Miller, by virtue of their role as managing members of Alterna, and Mr. Goldin, by virtue of his role as a member of Alterna, may be deemed to have shared power regarding the vote and disposition of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest.

5. The price reflects the closing sale price of one share of the Issuer's Common Stock on the trading day immediately preceding the date of exercise.

6. Represents shares of the Issuer's Common Stock acquired by AC Midwest through the net cashless exercise of a warrant to acquire up 3,600,000 shares of Common Stock (the "Second Warrant"), pursuant to which 1,751,701 shares were issued to AC Midwest and 902,939 shares were withheld by the Issuer to pay the exercise price.

7. In accordance with the terms of that certain Amended and Restated Financing Agreement, dated November 1, 2016 (the "Restated Financing Agreement"), by and among the Issuer, the Issuer's wholly-owned subsidiary and AC Midwest, the 12% Senior Secured Convertible Note was surrendered for cancellation at the closing of the transaction contemplated therein.

8. Immediately convertible or exercisable.

9. The maturity date of the note was the earlier of (i) July 31, 2018, or (ii) the date on which the unpaid balance became due and payable pursuant to the terms thereof.

10. The First Warrant was subject to percentage based anti-dilution protection requiring that the aggregate number of shares of Common Stock purchasable upon its initial exercise not be less than an amount equal to 15% of the Issuer's then outstanding shares of capital stock on a fully diluted basis. In accordance with the terms of the Restated Financing Agreement the First Warrant was surrendered for cancellation at the closing of the transaction contemplated therein.

11. The Second Warrant was subject to percentage based anti-dilution protection requiring that the aggregate number of shares of Common Stock purchasable upon its initial exercise not be less than an amount equal to 4.3% of the Issuer's then outstanding shares of capital stock on a fully diluted basis. In accordance with the terms of the Restated Financing Agreement the Second Warrant was surrendered for cancellation at the closing of the transaction contemplated therein.

12. AC Midwest also held a third warrant to acquire up 2,0000,000 shares of Common Stock (the "Third Warrant"). The Third Warrant was subject to percentage based anti-dilution protection requiring that the aggregate number of shares of Common Stock purchasable upon its initial exercise not be less than an amount equal to 7.2% of the Issuer's then outstanding shares of capital stock on a fully diluted basis. In accordance with the terms of the Restated Financing Agreement the Third Warrant was surrendered for cancellation at the closing of the transaction contemplated therein.

	Thomas X. Fritsch, Attorney-In-Fact	12/02/2016
	** Signature of Reporting Person	Date
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Alterna General Partner II Form 4Midwest Energy Emissions / Eric M. Press ownership change