SEC Form 4/A · accession 0001144204-18-033304
Infrastructure & Energy Alternatives, Inc. · IEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
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)
Jun 7, 2018 · 6:29 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 | 524,362 | — | D | 3,253,116 | I | By M III Sponsor I LLC |
| Common StockF3,F2 | Mar 26, 2018 | J | 217,256 | — | D | 3,035,860 | I | By M III Sponsor I LLC |
| Common StockF4,F2 | Mar 26, 2018 | J | 1,635,368 | — | D | 1,400,492 | I | By M III Sponsor I LLC |
| Common StockF1,F2 | Mar 26, 2018 | J | 39,291 | — | D | 233,231 | I | By M III Sponsor I LP |
| Common StockF5,F2 | Mar 26, 2018 | J | 233,231 | — | D | 0 | I | By M III Sponsor I LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to purchase 1/2 shares of Common StockF7,F2 | $5.75 | Mar 26, 2018 | J | 100,000 | D | Apr 26, 2018 | Mar 26, 2023 | Common Stock | 50,000 | 190,000 | I |
| Warrants to purchase 1/2 shares of Common StockF7,F2 | $5.75 | Mar 26, 2018 | J | 50,000 | D | Apr 26, 2018 | Mar 26, 2023 | Common Stock | 25,000 | 0 | I |
| Warrants to purchase 1/2 shares of Common StockF8 | $5.75 | holding | — | — | — | Apr 26, 2018 | Mar 26, 2023 | Common Stock | 676,901 | 1,353,803 | D |
Explanation of responses
- F1In 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.
- F2On 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.
- F3In 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.
- F4Pro rata distribution, not for value, of Common Stock held by Sponsor LLC to certain of of its members.
- F5On 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.
- F6Pro rata distribution, not for value, of warrants of the Company held by Sponsor LLC to certain of of its members.
- F7Each 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.
- F8Represents 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.