SEC Form 4 · accession 0001144204-18-017682
Infrastructure & Energy Alternatives, Inc. · IEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mohsin Y Meghji
Director · 10% Owner
M III Sponsor I LLC
Director · 10% Owner
M III Acquisition Partners I LLC
Director · 10% Owner
Period of report
Mar 26, 2018
Accepted (ET)
Mar 28, 2018 · 9:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001652362
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 26, 2018 | J | 529,845 | — | D | 3,247,630 | I | See footnote |
| Common StockF3,F2 | Mar 26, 2018 | J | 204,225 | — | D | 3,043,405 | I | See footnote |
| Common StockF4,F2 | Mar 26, 2018 | J | 1,852,624 | — | D | 1,190,781 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF5,F2 | $11.50 | Mar 26, 2018 | J | 100,000 | D | — | — | Common Stock | 50,000 | 190,000 | I |
| WarrantsF6 | $11.50 | holding | — | — | — | — | — | Common Stock | 676,901 | 1,353,803 | D |
Explanation of responses
- F1Represents 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").
- F2Mohsin 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.
- F3Represents 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.
- F4Represents the pro rata distribution of Common Stock held by Sponsor I LLC to certain of of its members.
- F5Represents the pro rata distribution of warrants held by Sponsor I LLC to certain of its members.
- F6Represents 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.