SEC Form 4 · accession 0001144204-15-042000
AMERICAN POWER GROUP Corp · APGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
John Steffens
Director · 10% Owner
SMC Select Co-Investment Fund I LP
Director · 10% Owner
SMC Select Co-Investment I GP, LLC
Director · 10% Owner
Spring Mountain Capital, LLC
Director · 10% Owner
Spring Mountain Capital, LP
Director · 10% Owner
Gregory P. Ho
Director · 10% Owner
Spring Mountain Capital G.P., LLC
Director · 10% Owner
Period of report
Jul 8, 2015
Accepted (ET)
Jul 10, 2015 · 3:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000932699
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 8, 2015 | J | 218,005 | $0.1529 | A | 901,451 | D | |
| Common StockF2,F3 | Jul 8, 2015 | J | 218,005 | $0.1529 | A | 1,210,038 | I | See Footnotes |
| Common StockF4 | Jul 8, 2015 | J | 324,826 | $0.1529 | A | 1,652,147 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1SMC Select Co-Investment Fund I, LP ("SMC Co-Investment") received 218,005 shares of the Issuer's common stock as a payment-in-kind dividend on 133.33 shares of the Issuer's 10% Convertible Preferred Stock ("Preferred Stock") owned at the time of the dividend payment date. SMC Select Co-Investment I GP, LLC is the general partner of SMC Co-Investment ("SMC Co-Investment GP") and pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, it may be deemed to be the beneficial owner of any securities reported herein that are beneficially owned by SMC Co-Investment. SMC Co-Investment GP disclaims beneficial ownership with respect to any shares of common stock except to the extent of its pecuniary interest therein.
- F2Spring Mountain Capital G.P., LLC ("Spring Mountain GP") is the general partner to SMC Reserve Fund II, LP ("SMC Reserve II") and SMC Reserve Fund II Offshore, LP ("SMC Reserve II Offshore"), neither of which is a reporting person, and is the sole member of SMC Co-Investment GP. Entities over which Spring Mountain GP is deemed to have voting and investment control received 218,005 shares of the Issuer's common stock as a payment-in-kind dividend on 399.99 shares of the Issuer's Preferred Stock owned at the time of the dividend payment date. Spring Mountain Capital, LP ("SMC LP") acts as investment manager to SMC Reserve II, SMC Reserve II Offshore and SMC Co-Investment. Spring Mountain Capital, LLC ("SMC LLC") is the general partner of SMC LP.
- F3Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Spring Mountain GP, SMC LP and SMC LLC may be deemed to be the beneficial owner of any securities reported herein that are beneficially owned by SMC Reserve II, SMC Reserve II Offshore and SMC Co-Investment. Each of Spring Mountain GP, SMC LP and SMC LLC disclaims beneficial ownership with respect to any shares of common stock except to the extent of its pecuniary interest therein. Spring Mountain GP has the right to appoint two Directors of the Issuer and currently, Raymond Wong and Jamie Weston, employees of SMC LP, have been appointed as Directors of the Issuer. The reporting persons may be deemed to be Directors by deputization by reason of Mr. Wong and Mr. Weston, and any successor appointees, serving as Directors of the Issuer.
- F4Mr. John L. Steffens and Mr. Gregory P. Ho are managing members of Spring Mountain GP and SMC LLC, and are also partners in SMC Employees Partnership ("SMC EP"). Entities over which Mr. Steffens and Mr. Ho are deemed to have voting and investment control received an aggregate of 324,826 shares of the Issuer's common stock as a payment-in-kind dividend on 465.32 shares of the Issuer's Preferred Stock owned at the time of the dividend payment date. Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mr. Steffens and Mr. Ho may be deemed to be the beneficial owner of any securities reported herein that may be deemed to be beneficially owned by SMC Reserve II, SMC Reserve II Offshore, SMC Co-Investment and SMC EP. Each of Mr. Steffens and Mr. Ho disclaims beneficial ownership with respect to any shares of common stock except to the extent of his pecuniary interest therein.