SEC Form 4 · accession 0001515971-17-000163
AMERICAN POWER GROUP Corp · APGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
John Steffens
10% Owner
SMC Reserve Fund II, LP
10% Owner
SMC Select Co-Investment Fund I LP
10% Owner
SMC Select Co-Investment I GP, LLC
10% Owner
Spring Mountain Capital, LLC
10% Owner
Spring Mountain Capital, LP
10% Owner
Gregory P. Ho
10% Owner
Spring Mountain Capital G.P., LLC
10% Owner
SMC Employees Partnership
10% Owner
Period of report
Dec 19, 2017
Accepted (ET)
Dec 21, 2017 · 4:17 pm EST
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 StockF2 | Dec 19, 2017 | S$0 | 1,947,370 | — | D | 0 | D | |
| Common StockF2,F3,F4 | Dec 19, 2017 | S$0 | 4,123,095 | — | D | 0 | I | See Footnotes |
| Common StockF2,F5 | Dec 19, 2017 | S$0 | 5,077,704 | — | D | 0 | I | See Footnotes |
| Common StockF2 | Dec 19, 2017 | S$0 | 954,209 | — | D | 0 | D | |
| Common StockF2 | Dec 19, 2017 | S$0 | 1,740,585 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 10% Convertible Preferred StockF2,F8,F7 | $0.40 | Dec 19, 2017 | S | 133 | D | — | — | Common Stock | 3,333,333 | 0 | D |
| Common Stock Warrants (right to buy)F2,F8 | $0.50 | Dec 19, 2017 | S | 2,500,000 | D | Oct 31, 2012 | May 30, 2020 | Common Stock | 2,500,000 | 0 | D |
| Common Stock Warrants (right to buy)F2,F8 | $0.50 | Dec 19, 2017 | S | 833,333 | D | Mar 28, 2013 | Sep 28, 2018 | Common Stock | 833,333 | 0 | D |
| 10% Convertible Preferred StockF2,F9,F10,F7 | $0.40 | Dec 19, 2017 | S | 400 | D | — | — | Common Stock | 9,999,999 | 0 | I |
| Common Stock Warrants (right to buy)F2,F9,F10 | $0.50 | Dec 19, 2017 | S | 7,500,000 | D | Oct 31, 2012 | May 30, 2020 | Common Stock | 7,500,000 | 0 | I |
| Common Stock Warrants (right to buy)F2,F9,F10 | $0.50 | Dec 19, 2017 | S | 2,499,999 | D | Mar 28, 2013 | Sep 28, 2018 | Common Stock | 2,499,999 | 0 | I |
| 10% Convertible Preferred StockF2,F11,F12,F7 | $0.40 | Dec 19, 2017 | S | 465 | D | — | — | Common Stock | 11,633,332 | 0 | I |
| Series C Convertible Preferred StockF2,F11,F12,F13 | $0.20 | Dec 19, 2017 | S | 52 | D | — | — | Common Stock | 2,596,600 | 0 | I |
| Common Stock Warrants (right to buy)F2,F11,F12 | $0.50 | Dec 19, 2017 | S | 8,725,000 | D | Oct 31, 2012 | May 30, 2020 | Common Stock | 8,725,000 | 0 | I |
| Common Stock Warrants (right to buy)F2,F11,F12 | $0.50 | Dec 19, 2017 | S | 2,908,332 | D | Mar 28, 2013 | Sep 28, 2018 | Common Stock | 2,908,332 | 0 | I |
| Common Stock Warrants (right to buy)F2,F11,F12 | $0.20 | Dec 19, 2017 | S | 2,596,575 | D | Oct 21, 2016 | Oct 21, 2020 | Common Stock | 2,596,575 | 0 | I |
| 10% Convertible Preferred StockF2,F14,F7 | $0.40 | Dec 19, 2017 | S | 65 | D | — | — | Common Stock | 1,633,333 | 0 | D |
| Series C Convertible Preferred StockF2,F14,F13 | $0.20 | Dec 19, 2017 | S | 52 | D | — | — | Common Stock | 2,596,600 | 0 | D |
| Common Stock Warrants (right to buy)F2,F14 | $0.50 | Dec 19, 2017 | S | 1,225,000 | D | Oct 31, 2012 | May 30, 2020 | Common Stock | 1,225,000 | 0 | D |
| Common Stock Warrants (right to buy)F2,F14 | $0.50 | Dec 19, 2017 | S | 408,333 | D | Mar 28, 2013 | Sep 28, 2018 | Common Stock | 408,333 | 0 | D |
| Common Stock Warrants (right to buy)F2,F14 | $0.20 | Dec 19, 2017 | S | 2,596,575 | D | Oct 21, 2016 | Oct 21, 2020 | Common Stock | 2,596,575 | 0 | D |
| 10% Convertible Preferred StockF2,F16,F7 | $0.40 | Dec 19, 2017 | S | 213 | D | — | — | Common Stock | 5,333,333 | 0 | D |
| Common Stock Warrants (right to buy)F2,F16 | $0.50 | Dec 19, 2017 | S | 4,000,000 | D | Oct 31, 2012 | May 30, 2020 | Common Stock | 4,000,000 | 0 | D |
| Common Stock Warrants (right to buy)F2,F16 | $0.50 | Dec 19, 2017 | S | 1,333,333 | D | Mar 28, 2013 | Sep 28, 2018 | Common Stock | 1,333,333 | 0 | D |
Explanation of responses
- F1SMC Select Co-Investment Fund I, LP ("SMC Co-Investment") sold 1,947,370 shares of the Issuer's common stock, par $0.01 par value per share ("Common Stock"). 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 have been the beneficial owner of any securities reported herein that were 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.
- F10Pursuant 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 have been the beneficial owner of any securities reported herein that were 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.
- F11Mr. 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 sold (i) 465.3333 shares of 10% Preferred Stock, which are convertible into 11,633,332 shares of Common Stock, (ii) 51.9320 shares of Series C Preferred Stock, which are convertible into 2,596,600 shares of Common Stock, (iii) $0.50 Warrants exercisable for up to 11,633,332 shares of Common Stock, and (iv) warrants to purchase Common Stock at an initial exercise price of $0.20 per share ("$0.20 Warrants") exercisable for up to 2,596,575 shares of Common Stock.
- F12Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mr. Steffens and Mr. Ho may be deemed to have been the beneficial owner of any securities reported herein that may be deemed to have been 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.
- F13The Series C Convertible Preferred Stock ("Series C Preferred Stock") is convertible at any time, at the respective holder's election and has no expiration date.
- F14SMC EP sold (i) 65.3333 shares of 10% Preferred Stock, which are convertible into 1,633,333 shares of Common Stock, (ii) 51.9320 shares of Series C Preferred Stock, which are convertible into 2,596,600 shares of Common Stock, (iii) $0.50 Warrants exercisable for up to 1,633,333 shares of Common Stock, and (iv) $0.20 Warrants exercisable for up to 2,596,575 shares of Common Stock.
- F15SMC Reserve II sold 1,740,585 shares of Common Stock.
- F16SMC Reserve II sold (i) 213.3333 shares of 10% Preferred Stock, which are convertible into 5,333,333 shares of Common Stock, and (ii) $0.50 Warrants exercisable for up to 5,333,333 shares of Common Stock.
- F2All securities reported on this Form 4 were sold for an aggregate purchase price of $4.00.
- F3Spring 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"), which is not 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 sold 4,123,095 shares of Common Stock. 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.
- F4Pursuant 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 have been the beneficial owner of any securities reported herein that were 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.
- F5Mr. 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 sold an aggregate of 5,077,704 shares of Common Stock. 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 have been the beneficial owner of any securities reported herein that may be deemed to have been 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.
- F6SMC EP sold 954,209 shares of Common Stock.
- F7The 10% Convertible Preferred Stock ("10% Preferred Stock") is convertible at any time, at the respective holder's election and has no expiration date.
- F8SMC Co-Investment sold (i) 133.3333 shares of 10% Preferred Stock, which are convertible into 3,333,333 shares of Common Stock, and (ii) warrants to purchase Common Stock at an initial exercise price of $0.50 per share ("$0.50 Warrants") exercisable for up to 3,333,333 shares of Common Stock. SMC Co-Investment GP 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 have been the beneficial owner of any securities reported herein that were 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.
- F9Spring Mountain GP is the general partner to SMC Reserve II and SMC Reserve II Offshore, which is not 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 sold (i) 399.9999 shares of 10% Preferred Stock, which are convertible into 9,999,999 shares of Common Stock, and (ii) $0.50 Warrants exercisable for up to 9,999,999 shares of Common Stock. SMC LP acts as investment manager to SMC Reserve II, SMC Reserve II Offshore and SMC Co-Investment. SMC LLC is the general partner of SMC LP.