SEC Form 4 · accession 0001382963-17-000184
POWER SOLUTIONS INTERNATIONAL, INC. · PSIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 30, 2017
Accepted (ET)
Dec 4, 2017 · 9:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001137091
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 30, 2017 | C | 4,771,248 | $8.00 | A | 7,700,000 | I | See Explanation of Responses |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Perpetual Preferred StockF2 | $8.00 | Nov 30, 2017 | C | 2,385,624 | D | — | — | Common Stock | 4,771,248 | 0 | I |
| Warrants to Purchase Common StockF2 | — | holding | — | — | — | Sep 30, 2018 | Dec 31, 2018 | Common Stock | 4,055,709 | 4,055,709 | I |
Explanation of responses
- F1This report is filed jointly by Weichai America Corp., Weichai Power Co., Ltd. and Shandong Heavy Industry Group Co., Ltd. (collectively, the "Reporting Persons"). Weichai America Corp. is the direct owner of the Common Stock referenced in this report and shares the power to vote and the power to dispose of all of such shares of Common Stock with the other Reporting Persons. No individual has beneficial ownership over the Common Stock benefically owned by the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. This Form 4 shall not deemed to be an admission that any Reporting Person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2On November 30, 2017, the Issuer entered into a Securities Exchange Agreement with Weichai America Corp., pursuant to which (i) the 2,385,624 shares of Series B Preferred Stock (such shares of Series B Preferred Stock being convertible into two shares of Common Stock for each share of Series B Preferred Stock) held by Weichai America Corp. were exchanged for 4,771,248 shares of Common Stock and (ii) the 2018 Warrant was amended (the "Amended 2018 Warrant") to (a) provide that the Amended 2018 Warrant is exercisable for Common Stock without the requirement to obtain stockholder approval and is not exercisable for Series B Preferred Stock and (b) permit the Issuer to request the accelerated exercise of the Amended 2018 Warrant to the extent required to meet the funding needs of the Issuer. Other terms of the Amended 2018 Warrant as described in the Form 3 filed with the Securities and Exchange Commission by the Reporting Persons on April 10, 2017 remain the same.