13D Filing: Van Steenwyk Matthew and American Power Group Corp (APGI)

Page 4

The following constitutes Amendment No. 5 (this “Amendment”) to the initial Schedule 13D, as previously amended (the “Schedule 13D”) filed on June 12, 2015 by Matthew van Steenwyk (“Mr. Van Steenwyk”), Betty van Steenwyk (“Ms. Van Steenwyk”) and Arrow, LLC (“Arrow”, and together with Mr. Van Steenwyk and Ms. Van Steenwyk, the “Reporting Persons”). Except as specifically set forth in this Amendment, the Schedule 13D remains in full force and effect. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of January 8, 2016 (without regard to any amendments or changes thereto after the date thereof), among American Power Group Corporation, a Delaware corporation (the “Company”) and each purchaser identified on the signature pages thereto.

Item 1.

Security and Issuer

This statement on Schedule 13D relates to the common stock, $0.01 par value per share, of the Company (the “Common Stock”); the 10% Convertible Preferred Stock (the “Series A Preferred Stock”); the Series B 10% Convertible Preferred Stock (the “Series B Preferred Stock”); the Series C Convertible Preferred Stock (the “Series C Preferred Stock”); the Series D Convertible Preferred Stock (the “Series D Preferred Stock”); the Series D‑2 Convertible Preferred Stock (the “Series D-2 Preferred Stock”); the Series D-3 Convertible Preferred Stock (the “Series D-3 Preferred Stock”) of the Company.

This Schedule 13D additionally relates to (i) the common stock purchase warrants issued in connection with the Series D Preferred Stock (the “New Warrants”); (ii) the common stock purchase warrants issued in connection with the Series C Preferred Stock (the “Series C Warrants”); (iii) the common stock purchase warrants issued in connection with the Series A Preferred Stock (“Series A Warrants”); and (iv) the common stock purchase warrants issued by Greenman Technologies, Inc., predecessor of the Company (the “Greenman Warrants”). The principal executive offices of the Company are located at Seven Kimball Lane, Building B, Lynnfield, Massachusetts 01940.

Item 3.

Source and Amount of Funds or Other Considerations

Arrow may be deemed to have acquired beneficial ownership of shares of Common Stock, Series D Preferred Stock, Series D‑2 Preferred Stock, and Series D-3 Preferred Stock using $1,500,000 of Arrow’s available capital.

Item 4.

Purpose of Transaction

Acquisition and Disposition of Securities; Amendment to Certificate of Incorporation

On January 8, 2016, the Company and certain accredited investors (the “Purchasers”) entered into the Purchase Agreement, pursuant to which the Company issued 22 shares (the “Shares”) of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock”) at a purchase price of $100,000 per share. Each share of Series D Preferred Stock is convertible, at any time at the option of the holder, into 1,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”).