Infrastructure and Energy Alternatives (IEA) Form 4/A Infrastructure & Energy Alternatives / Mohsin Y Meghji 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^*

Meghji Mohsin Y

(Last) (First) (Middle)

130 WEST 42ND STREET, 17TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Infrastructure & Energy Alternatives, Inc. [ IEA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/28/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/26/2018		J(1)		524,362	D	(1)	3,253,116	I(2)	By M III Sponsor I LLC
Common Stock	03/26/2018		J(3)		217,256	D	(3)	3,035,860	I(2)	By M III Sponsor I LLC
Common Stock	03/26/2018		J(4)		1,635,368	D	(4)	1,400,492	I(2)	By M III Sponsor I LLC
Common Stock	03/26/2018		J(1)		39,291	D	(1)	233,231	I(2)	By M III Sponsor I LP
Common Stock	03/26/2018		J(5)		233,231	D	(5)	0	I(2)	By M III Sponsor I LP

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase 1/2 shares of Common Stock	$5.75	03/26/2018		J(6)			100,000	04/26/2018	03/26/2023	Common Stock	50,000	(7)	190,000	I(2)	By M III Sponsor I LLC
Warrants to purchase 1/2 shares of Common Stock	$5.75	03/26/2018		J(5)			50,000	04/26/2018	03/26/2023	Common Stock	25,000	(7)	0	I(2)	By M III Sponsor I LP
Warrants to purchase 1/2 shares of Common Stock	$5.75							04/26/2018	03/26/2023	Common Stock	676,901		1,353,803	D(8)

1. Name and Address of Reporting Person^*

Meghji Mohsin Y

(Last) (First) (Middle)

130 WEST 42ND STREET, 17TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

M III Sponsor I LLC

(Last) (First) (Middle)

130 WEST 42ND STREET, 17TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

M III Acquisition Partners I LLC

(Last) (First) (Middle)

130 WEST 42ND STREET, 17TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Explanation of Responses:

1. In connection with the closing of the initial business combination (the "Business Combination") of Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.) (the "Company"), M III Sponsor I LLC ("Sponsor LLC") and M III Sponsor I LP ("Sponsor LP") forfeited shares of the Company's common stock, par value $0.0001 ("Common Stock") and warrants of the Company that are exerciseable for Common Stock to the Company pursuant to the (i) the Forfeiture Agreement, dated as of March 7, 2018, by and among the Company, Sponsor LP and Sponsor LLC 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 LLC and Sponsor LP.

2. On March 26, 2018, the Company completed the Business Combination and changed its name to Infrastructure and Energy Alternatives, Inc. Mr. Mohsin Y. Meghji was, at the time of the reported transactions, the sole shareholder of M III Acquisition Partners I Corp. and M III Acquisition Partners I Corp. was, at the time of the reported transaction, the general partner of Sponsor LP. Mr. Meghji also was at the time of the reported transaction and continues to be the sole managing member of M III Acquisition Partners I LLC, which is the sole managing member of Sponsor LLC. Mr. Meghji had sole voting and dispositive control over securities held by Sponsor LLC and Sponsor LP at the time of the reported transaction, and therefore may have been deemed to share beneficial ownership of the securities held by Sponsor LLC and Sponsor LP. Mr. Meghji disclaims beneficial ownership over any securities reported herein in which he does not have any pecuniary interest.

3. In connection with the closing of the Business Combination, Sponsor LLC transferred shares to third parties pursuant to various commitment agreements entered into by and among Sponsor LLC, Sponsor LP and such third parties.

4. Pro rata distribution, not for value, of Common Stock held by Sponsor LLC to certain of of its members.

5. On March 26, 2018, Mr. Meghji transferred the stock of the general partner of Sponsor LP to an affiliate of the limited partner of Sponsor LP and ceased to have beneficial ownership over any securities held by Sponsor LP. As a result of such transfer, Mr. Meghji has ceased to have beneficial ownership with respect to any shares of Common Stock or Warrants owned by Sponsor LP. Mr. Meghji will file any future reports solely in his capacity as a director of the Company.

6. Pro rata distribution, not for value, of warrants of the Company held by Sponsor LLC to certain of of its members.

7. Each warrant became exercisable to purchase one half share of common stock at an exercise price of $5.75 on April 25, 2018 and continues to be exercisable until expiry on March 26, 2023.

8. Represents public warrants held directly by Mr. Meghji.

Remarks:

This report on Form 4/A supersedes, replaces and restates in its entirety (i) the Form 4 filed by Sponsor LP and M III Acquisition Partners I Corp. on March 28, 2018, (ii) the Form 4 filed by Mr. Meghji, Sponsor LLC and M III Acquisition Partners I LLC on March 28, 2018, (iii) the Form 4 filed by Mr. Meghji on March 29, 2018 and (iv) the Form 4 filed by Mr. Meghji on April 6, 2018. As a result of the transactions described herein, Sponsor LLC has ceased to beneficially own more than 10% of the outstanding Common Stock.

	/s/ Mohsin Y. Meghji as Managing Member of M III Acquisition Partners I LLC, on its own behalf and as the Sole Managing Member of M III Sponsor I LLC	06/07/2018
	/s/ Mohsin Y. Meghji	06/07/2018
	** Signature of Reporting Person	Date
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