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 AMERICAN POWER GROUP Corp [ APGI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/08/2016 | ||||||||||||||||||||||||||
| 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, par value $.01 per share | 01/08/2016 | J(1) | 46,047 | A | $0.1108 | 6,360,289 | I | By Arrow, LLC(2) | ||
| Common Stock, par value $.01 per share | 01/08/2016 | J(3) | 451,264 | A | $0.1108 | 6,360,289 | I | By Arrow, LLC(2) | ||
| 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 | ||||||||
| Series A 10% Convertible Preferred Stock | $0.4 | 01/08/2016 | J(4) | 20.4084 | (5) | (5) | Common Stock, par value $.01 per share | 510,210 | $10,000 | 0 | I | By Arrow, LLC(2) | |||
| Series B 10% Convertible Preferred Stock | $0.4 | 01/08/2016 | J(4) | 200 | (6) | (6) | Common Stock, par value $.01 per share | 5,000,000 | $10,000 | 0 | I | By Arrow, LLC(2) | |||
| Series D-2 Convertible Preferred Stock | $0.4 | 01/08/2016 | J(4) | 220.4084 | (7) | (7) | Common Stock, par value $.01 per share | 5,510,210 | $10,000 | 220.4084 | I | By Arrow, LLC(2) | |||
| Series C Convertible Preferred Stock | $0.2 | 01/08/2016 | J(8) | 155.795 | (9) | (9) | Common Stock, par value $.01 per share | 7,789,726 | $10,000 | 0 | I | By Arrow, LLC(2) | |||
| Series D-3 Convertible Preferred Stock | $0.2 | 01/08/2016 | J(8) | 155.795 | (10) | (10) | Common Stock, par value $.01 per share | 7,789,726 | $10,000 | 155.795 | I | By Arrow, LLC(2) | |||
| Series D Convertible Preferred Stock | $0.1 | 01/08/2016 | P | 15 | (11) | (11) | Common Stock, par value $.01 per share | 15,000,000 | $100,000 | 15 | I | By Arrow, LLC(2) | |||
| Common Stock Warrants (Right to Buy) | $0.1 | 01/08/2016 | P | 15,000,000 | 01/08/2016 | 01/08/2021(12) | Common Stock, par value $.01 per share | 15,000,000 | $0.1 | 15,000,000 | I | By Arrow, LLC(2) | |||
| Explanation of Responses: |
| 1. Arrow, LLC received 451,264 shares of Common Stock as a payment-in-kind dividend on 200 shares of the Series B 10% Convertible Preferred Stock owned at the time of the dividend payment date. |
| 2. Matthew Van Steenwyk is Director of Arrow, LLC, direct owner of shares. |
| 3. Arrow, LLC received 46,047 shares of Common Stock as a payment-in-kind dividend on 20.4084 shares of the Series A Preferred Stock owned at the time of the dividend payment date. |
| 4. Pursuant to the terms of the Securities Purchase Agreement, dated as of January 8, 2016, among American Power Group Corporation, Arrow, Associated Private Equity, and a third accredited investor identified on the signature pages thereto, Arrow exchanged all of the shares of Series A 10% Convertible Preferred Stock and Series B 10% Convertible Preferred Stock of American Power Group Corporation owned by Arrow for an equal number of shares of a new Series D 2 Convertible Preferred Stock. |
| 5. Shares of Series A 10% Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election. |
| 6. Shares of Series B 10% Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election. |
| 7. Shares of Series D-2 Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election. |
| 8. Pursuant to the terms of the Securities Purchase Agreement, dated as of January 8, 2016, among American Power Group Corporation, Arrow, Associated Private Equity, and a third accredited investor identified on the signature pages thereto, Arrow exchanged all of the shares of Series C Convertible Preferred Stock of American Power Group Corporation owned by Arrow for an equal number of shares of a new Series D-3 Convertible Preferred Stock. |
| 9. Shares of Series C Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election. |
| 10. Shares of Series D-3 Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election. |
| 11. Shares of Series D Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election. |
| 12. If American Power Group Corporation has not filed a certificate of amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware increasing the number of authorized shares of Common Stock from 200,000,000 to 350,000,000 shares by January 8, 2018, then the Warrants will remain exercisable until January 8, 2026. |
| Matthew van Steenwyk | 01/12/2016 | |
| ** 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. | ||