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(1) | 529,845 | D | (1) | 3,247,630 | I | See footnote(2) | ||
Common Stock | 03/26/2018 | J(3) | 204,225 | D | (3) | 3,043,405 | I | See footnote(2) | ||
Common Stock | 03/26/2018 | J(4) | 1,852,624 | D | (4) | 1,190,781 | I | See footnotes(2)(4) |
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 | ||||||||
Warrants | $11.5 | 03/26/2018 | J(5) | 100,000 | (5) | (5) | Common Stock | 50,000 | (5) | 190,000 | I | See footnote(2) | |||
Warrants | $11.5 | (6) | (6) | Common Stock | 676,901 | 1,353,803 | D |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Represents shares of common stock ("Common Stock") of Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.) (the "Company") forfeited by M III Sponsor I LLC ("Sponsor I LLC") 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 LP ("Sponsor I LP") and Sponsor I 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 I LLC and Sponsor I LP (the "merger parties"). |
2. Mohsin Y. Meghji is the sole managing member of M III Acquisition Partners I LLC, which is the sole managing member of M III Sponsor I LLC. Mr. Meghji has sole voting and dispositive control over the shares held by the Sponsor I LLC, and prior to the disposition referred to in footnote 5, over the shares held by Sponsor I LP 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. |
3. Represents shares of Common Stock transferred by M III Sponsor I LLC 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. |
4. Represents the pro rata distribution of Common Stock held by Sponsor I LLC to certain of of its members. |
5. Represents the pro rata distribution of warrants held by Sponsor I LLC to certain of its members. |
6. Represents public warrants held directly by Mr. Meghji. |
Remarks: |
As a result of the transactions described herein, Sponsor I LLC has ceased to beneficially own more than 10% of the outstanding Common Stock. In addition, Mr. Meghji transferred the stock of M III Acquisition Partners I Corp., the general partner of Sponsor I LP, to its sole limited partner. As a result of such transfer, Mr. Meghji has ceased to have beneficial ownership with respect to any shares of Common Stock owned by Sponsor I LP. Mr. Meghji will file any future reports solely in his capacity as a director of the Company. |
/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 | 03/28/2018 | |
/s/ Mohsin Y. Meghji | 03/28/2018 | |
** 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. |