SEC Form 4/A · accession 0001144204-15-053793
AMERICAN POWER GROUP Corp · APGI
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
John Steffens
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
Aug 24, 2015
Accepted (ET)
Sep 4, 2015 · 2:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000932699
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Purchase WarrantF1,F2,F3,F4 | $0.20 | Aug 24, 2015 | A | 1,500,000 | A | Aug 24, 2015 | Aug 24, 2019 | Common Stock | 1,500,000 | 1,500,000 | I |
Explanation of responses
- F1On August 24, 2015, SMC Private Equity Holdings, LP ("SMC Holdings LP") acquired a Common Stock Purchase Warrant (the "Warrant") which is exercisable for up to 1,500,000 shares of the Issuer's common stock upon funding of a loan from SMC Holdings LP indirectly to the Issuer in the aggregate amount of $1,500,000.00 (the "Loan"). The Warrant vests with respect to SMC Holdings LP's right to exercise the Warrant into shares of the Issuer's common stock at a rate of 1 share of the Issuer's common stock per $1.00 of the Loan funded by SMC Holdings LP indirectly to the Issuer.
- F2SMC Private Equity Holdings G.P., LLC ("SMC Holdings GP") is the general partner of SMC Holdings LP. Spring Mountain Capital G.P., LLC ("Spring Mountain GP") is the managing member of SMC Holdings 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 Holdings LP. Each of SMC Holdings GP and Spring Mountain GP disclaims beneficial ownership with respect to any such securities 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 have been appointed by Spring Mountain GP 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.
- F3Spring Mountain Capital, LP ("SMC LP") acts as investment manager to SMC Holdings LP. Spring Mountain Capital, LLC ("SMC LLC") is the general partner of SMC LP. Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of SMC LP and SMC LLC may be deemed to be the beneficial owner of any securities reported herein that are beneficially owned by SMC Holdings LP. Each of SMC LP and SMC LLC disclaims beneficial ownership with respect to any such securities except to the extent of its pecuniary interest therein.
- F4Mr. John L. Steffens and Mr. Gregory P. Ho are managing members of Spring Mountain GP and SMC LLC, and thus are deemed to have voting and investment control of the Warrant. Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mr. Steffens and Mr. Ho may bedeemed to be the beneficial owner of any securities reported herein that may be deemed to be beneficially owned by SMC Holdings LP, SMC Holdings GPand Spring Mountain GP. Each of Mr. Steffens and Mr. Ho disclaims beneficial ownership with respect to any such securities except to the extent of hispecuniary interest therein.
Remarks
This Form 4/A amends the Form 4 filed on 08/27/2015 to add SMC LP and SMC LLC as reporting persons, in accordance with footnote 3 above.