SEC Form 4 · accession 0001144204-15-062280
AMERICAN POWER GROUP Corp · APGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
John Steffens
Director · 10% Owner
Gregory P. Ho
Director · 10% Owner
SMC Employees Partnership
Director · 10% Owner
Period of report
Oct 21, 2015
Accepted (ET)
Nov 2, 2015 · 6:00 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF1,F2 | $0.20 | Oct 26, 2015 | P | 52 | A | Oct 21, 2015 | — | Common Stock | 2,596,575 | 52 | D |
| Common Stock Warrants (right to buy)F1,F2 | $0.20 | Oct 26, 2015 | P | 2,596,575 | A | Oct 21, 2015 | Oct 21, 2020 | Common Stock | 2,596,575 | 2,596,575 | D |
Explanation of responses
- F1On October 21, 2015, upon the filing by the Issuer of a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock with the Secretary of State of Delaware, the Issuer's Subordinated Contingent Convertible Promissory Notes (the "Notes"), together with all accrued but unpaid interest thereon, automatically converted into 51.932 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred Stock") at a conversion price of $10,000 per share. Series C Preferred Stock has no expiration date and is convertible into common stock at the holder's election. Pursuant to the terms of the Notes, upon the conversion of the Notes and in addition to the delivery of Series C Preferred Stock, the Issuer delivered warrants to purchase 2,596,575 shares of common stock to the holder.
- F2Mssrs. John L. Steffens and Gregory P. Ho are partners in the SMC Employees Partnership, a New York general partnership ("SMC EP"). Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mssrs. John L. Steffens and Gregory P. Ho may be deemed to be the beneficial owners of any securities reported herein that may be deemed to be beneficially owned by SMC EP. Each of Mssrs. John L. Steffens and Gregory P. Ho disclaims beneficial ownership with respect to any securities except to the extent of his pecuniary interest therein.