SEC Form 4 · accession 0001565778-16-000030
Midwest Energy Emissions Corp. · MEEC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Harry V. Toll
10% Owner
Earle Goldin
10% Owner
Roger P. Miller
10% Owner
Eric M. Press
10% Owner
AC Midwest Energy LLC
10% Owner
Alterna Capital Partners LLC
10% Owner
Alterna General Partner II LLC
10% Owner
Period of report
Nov 29, 2016
Accepted (ET)
Dec 2, 2016 · 4:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000728385
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.0001F1,F2,F3,F4 | Nov 29, 2016 | X | 8,248,299 | $0.50 | A | 11,700,000 | I | By AC Midwest Energy LLC |
| Common Stock, par value $0.0001F1,F5,F2,F3,F4 | Nov 29, 2016 | X | 4,251,701 | $1.47 | D | 11,700,000 | I | By AC Midwest Energy LLC |
| Common Stock, par value $0.0001F6,F2,F3,F4 | Nov 29, 2016 | X | 1,751,701 | $0.35 | A | 11,700,000 | I | By AC Midwest Energy LLC |
| Common Stock, par value $0.0001F6,F5,F2,F3,F4 | Nov 29, 2016 | X | 902,939 | $1.47 | D | 11,700,000 | I | By AC Midwest Energy LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 12% Senior Secured Convertible NoteF7,F2,F3,F4,F8,F9 | $0.50 | Nov 29, 2016 | D | — | D | — | — | Common Stock, par value $.0001 | — | 11,700,000 | I |
| Warrant to Purchase Common StockF1,F2,F3,F4,F8 | $0.50 | Nov 29, 2016 | X | 12,500,000 | D | — | Aug 14, 2019 | Common Stock, par value $.0001 | 12,500,000 | 11,700,000 | I |
| Warrant to Purchase Common StockF10,F2,F3,F4,F8 | $0.50 | Nov 29, 2016 | D | 8,133,181 | D | — | Aug 14, 2019 | Common Stock, par value $.0001 | 8,133,181 | 11,700,000 | I |
| Warrant to Purchase Common StockF6,F2,F3,F4,F8 | $0.35 | Nov 29, 2016 | X | 2,654,639 | D | — | Nov 16, 2020 | Common Stock, par value $.0001 | 2,654,639 | 11,700,000 | I |
| Warrant to Purchase Common StockF11,F2,F3,F4,F8 | $0.35 | Nov 29, 2016 | D | 6,887,716 | D | — | Nov 16, 2020 | Common Stock, par value $.0001 | 6,887,716 | 11,700,000 | I |
| Warrant to Purchase Common StockF12,F2,F3,F4,F8 | $0.35 | Nov 29, 2016 | D | 11,903,927 | D | — | Jan 28, 2021 | Common Stock, par value $.0001 | 11,903,927 | 11,700,000 | I |
Explanation of responses
- F1Represents shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") acquired by AC Midwest Energy LLC ("AC Midwest") through the net cashless exercise of a warrant to acquire up 12,5000,000 shares of Common Stock (the "First Warrant"), pursuant to which 8,248,299 shares were issued to AC Midwest and 4,251,701 shares were withheld by the Issuer to pay the exercise price.
- F10The First Warrant was subject to percentage based anti-dilution protection requiring that the aggregate number of shares of Common Stock purchasable upon its initial exercise not be less than an amount equal to 15% of the Issuer's then outstanding shares of capital stock on a fully diluted basis. In accordance with the terms of the Restated Financing Agreement the First Warrant was surrendered for cancellation at the closing of the transaction contemplated therein.
- F11The Second Warrant was subject to percentage based anti-dilution protection requiring that the aggregate number of shares of Common Stock purchasable upon its initial exercise not be less than an amount equal to 4.3% of the Issuer's then outstanding shares of capital stock on a fully diluted basis. In accordance with the terms of the Restated Financing Agreement the Second Warrant was surrendered for cancellation at the closing of the transaction contemplated therein.
- F12AC Midwest also held a third warrant to acquire up 2,0000,000 shares of Common Stock (the "Third Warrant"). The Third Warrant was subject to percentage based anti-dilution protection requiring that the aggregate number of shares of Common Stock purchasable upon its initial exercise not be less than an amount equal to 7.2% of the Issuer's then outstanding shares of capital stock on a fully diluted basis. In accordance with the terms of the Restated Financing Agreement the Third Warrant was surrendered for cancellation at the closing of the transaction contemplated therein.
- F2This statement is jointly filed by and on behalf of each of Alterna Core Capital Assets Fund II, L.P. ("Fund II"), Alterna Capital Partners LLC ("Alterna"), Alterna General Partner II LLC ("Fund II General Partner"), AC Midwest, Harry V. Toll, Eric M. Press, Roger P. Miller and Earle Goldin. AC Midwest is the record and direct beneficial owner of the securities covered by this statement. Fund II owns all of the outstanding equity interests of AC Midwest and may be deemed to beneficially own securities held by AC Midwest.
- F3Alterna, in its capacity as investment adviser to Fund II, has the ability to direct the investment decisions of the Fund II, including the power to vote and dispose of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest. Fund II General Partner, in its capacity as the general partner of Fund II, has the ability to direct the management of Fund II's business, including the power to direct the decisions of Fund II regarding the vote and disposition of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest.
- F4Each of Messrs. Toll, Press and Miller, by virtue of their role as managing members of Alterna, and Mr. Goldin, by virtue of his role as a member of Alterna, may be deemed to have shared power regarding the vote and disposition of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest.
- F5The price reflects the closing sale price of one share of the Issuer's Common Stock on the trading day immediately preceding the date of exercise.
- F6Represents shares of the Issuer's Common Stock acquired by AC Midwest through the net cashless exercise of a warrant to acquire up 3,600,000 shares of Common Stock (the "Second Warrant"), pursuant to which 1,751,701 shares were issued to AC Midwest and 902,939 shares were withheld by the Issuer to pay the exercise price.
- F7In accordance with the terms of that certain Amended and Restated Financing Agreement, dated November 1, 2016 (the "Restated Financing Agreement"), by and among the Issuer, the Issuer's wholly-owned subsidiary and AC Midwest, the 12% Senior Secured Convertible Note was surrendered for cancellation at the closing of the transaction contemplated therein.
- F8Immediately convertible or exercisable.
- F9The maturity date of the note was the earlier of (i) July 31, 2018, or (ii) the date on which the unpaid balance became due and payable pursuant to the terms thereof.