SEC Form 4 · accession 0001649633-16-000004
AMERICAN POWER GROUP Corp · APGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arrow, LLC
10% Owner
Period of report
Jan 8, 2016
Accepted (ET)
Jan 12, 2016 · 7:11 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 Stock, par value $.01 per share | Jan 8, 2016 | J | 46,047 | $0.1108 | A | 1,289,126 | D | |
| Common Stock, par value $.01 per share | Jan 8, 2016 | J | 451,264 | $0.1108 | A | 1,289,126 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A 10% Convertible Preferred StockF4 | $0.40 | Jan 8, 2016 | J | 20 | D | — | — | Common Stock, par value $.01 per share | 510,210 | 0 | D |
| Series B 10% Convertible Preferred StockF5 | $0.40 | Jan 8, 2016 | J | 200 | D | — | — | Common Stock, par value $.01 per share | 5,000,000 | 0 | D |
| Series D-2 Convertible Preferred StockF6 | $0.40 | Jan 8, 2016 | J | 220 | A | — | — | Common Stock, par value $.01 per share | 5,510,210 | 220 | D |
| Series C Convertible Preferred StockF7 | $0.20 | Jan 8, 2016 | J | 156 | D | — | — | Common Stock, par value $.01 per share | 7,789,726 | 0 | D |
| Series D-3 Convertible Preferred StockF8 | $0.20 | Jan 8, 2016 | J | 156 | A | — | — | Common Stock, par value $.01 per share | 7,789,726 | 156 | D |
| Series D Convertible Preferred StockF9 | $0.10 | Jan 8, 2016 | P | 15 | A | — | — | Common Stock, par value $.01 per share | 15,000,000 | 15 | D |
| Common Stock Warrants (Right to Buy)F11 | $0.10 | Jan 8, 2016 | P | 15,000,000 | A | Jan 8, 2016 | Jan 8, 2021 | Common Stock, par value $.01 per share | 15,000,000 | 15,000,000 | D |
Explanation of responses
- F1Arrow, LLC received 451,264 shares of Common Stock as a payment-in-kind dividend on 200 shares of the Series B 10% Convertible Preferred Stock owned at the time of the dividend payment date.
- F10Pursuant to the terms of the Securities Purchase Agreement, dated as of January 8, 2016, among American Power Group Corporation, Arrow, Associated Private Equity, and a third accredited investor identified on the signature pages thereto, Arrow exchanged all of the shares of Series C Convertible Preferred Stock of American Power Group Corporation owned by Arrow for an equal number of shares of a new Series D-3 Convertible Preferred Stock.
- F11If American Power Group Corporation has not filed a certificate of amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware increasing the number of authorized shares of Common Stock from 200,000,000 to 350,000,000 shares by January 8, 2018, then the Warrants will remain exercisable until January 8, 2026.
- F2Arrow, LLC received 46,047 shares of Common Stock as a payment-in-kind dividend on 20.4084 shares of the Series A Preferred Stock owned at the time of the dividend payment date.
- F3Pursuant to the terms of the Securities Purchase Agreement, dated as of January 8, 2016, among American Power Group Corporation, Arrow, Associated Private Equity, and a third accredited investor identified on the signature pages thereto, Arrow exchanged all of the shares of Series A 10% Convertible Preferred Stock and Series B 10% Convertible Preferred Stock of American Power Group Corporation owned by Arrow for an equal number of shares of a new Series D 2 Convertible Preferred Stock.
- F4Shares of Series A 10% Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
- F5Shares of Series B 10% Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
- F6Shares of Series D-2 Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
- F7Shares of Series C Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
- F8Shares of Series D-3 Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
- F9Shares of Series D Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.