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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Infrastructure & Energy Alternatives, Inc. [ IEA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/26/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Stock | 03/26/2018 | J(3) | 33,808 | D | (3) | 238,717 | I | See footnote(1)(2) | ||
| Common Stock | 03/26/2018 | J(4) | 13,031 | D | (4) | 225,686 | I | See footnote(1)(2) | ||
| Common Stock | 1,190,781 | I | See footnote(5) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Mohsin Y. Meghji was inadvertently omitted as a filing person on the Form 4 filed by M III Sponsor I LP ("Sponsor I LP") and M III Acquisition Partners I Corp. on March 28, 2018 with respect to the reported transactions. The reported transactions reflect dispositions by Sponsor I LP prior to the transfer by Mohsin Y. Meghji of his ownership of M III Acquisition Partners I Corp. (see footnote 2). |
| 2. Mr. Mohsin Y. Meghji was, at the time of the reported transactions, the sole shareholder of M III Acquisition Partners I Corp., which is the sole general partner of Sponsor I LP. Mr. Meghji subsequently transferred the stock of M III Acquisition Partners I Corp. to an affiliate of its sole limited partner (reported on Form 4 filed on March 29, 2018). As a result of such transfer Mr. Meghji ceased to have beneficial ownership with respect to any shares of Common Stock owned by Sponsor I LP, including the 225,686 reported in column 5. |
| 3. Represents shares of common stock ("Common Stock") of Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.) (the "Company") forfeited by Sponsor I LP as contemplated in connection with the (i) the Forfeiture Agreement, dated as of March 7, 2018, by and among the Company, M III Sponsor I LLC ("Sponsor I LLC") and Sponsor I LP and (ii) the Waiver, Consent and Agreement to Forfeit Founder Shares, dated as of March 20, 2018, by and among the Company, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC, Oaktree Power Opportunities Fund III Delaware, L.P., Sponsor I LLC and Sponsor I LP. |
| 4. Represents shares of Common Stock transferred by Sponsor I LP pursuant to various commitment agreements entered into by and among Sponsor I LLC, Sponsor I LP, and third parties in consideration of commitments to purchase shares of Common Stock and not redeem such shares. |
| 5. The reported shares are owned of record by Sponsor I LLC. Mr. Meghji is the sole managing member of M III Acquisition Partners I LLC, which is the sole managing member of Sponsor I LLC. Mr. Meghji has sole voting and dispositive control over securities held by Sponsor I LLC, and may be deemed the beneficial owner of such shares. Mr. Meghji disclaims beneficial ownership over any securities owned by Sponsor I LLC in which he does not have any pecuniary interest. |
| /s/ Mohsin Y. Meghji | 04/06/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||