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

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The Series D Preferred Stock has a 10% annual dividend, accruing quarterly and payable when, as and if declared by the Company’s Board of Directors, in cash or in shares of Common Stock at the Company’s option.

Change in Board of Directors and Management of the Company

See the disclosures set forth in Item 6, which are incorporated herein by reference.

The Board of Directors will appoint an Operations Committee to oversee the general management of the Company’s business and affairs. The committee will consist of one designee of the holders of the Series D Preferred Stock, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer. The committee will report to, and will be subject to the authority of, the Board of Directors.

Item 5.

Interest in Securities of the Issuer

Mr. van Steenwyk may be deemed to beneficially own (i) 59,618,146 shares of Common Stock (53,331,272 shares of which Mr. van Steenwyk may be deemed to have the right to acquire), comprising 54.9% of outstanding shares of Common Stock, (ii) 15 shares of Series D Preferred Stock, comprising 68.2% of outstanding shares of Series D Preferred Stock and convertible into 15,000,000 shares of Common Stock, (iii) 220.4084 shares of Series D‑2 Preferred Stock, comprising 19.4% of outstanding shares of Series D-2 Preferred Stock and convertible into 5,510,210 shares of Common Stock, and (iv) 150 shares of Series D-3 Preferred Stock, comprising 61.2% of outstanding shares of Series D-3 Preferred Stock and convertible into 7,789,726 shares of Common Stock.

Mr. van Steenwyk may also be deemed to beneficially own (i) New Warrants exercisable for 15,000,000 shares of Common Stock; (ii) Series C Warrants exercisable for 7,789,726 shares of Common Stock; (iii) Series A Warrants exercisable for 1,540,830 shares of Common Stock; and (iv) Greenman Warrants exercisable for 270,000 shares of Common Stock.

Mr. van Steenwyk has sole voting and dispositive power over 5,538,053 shares of Common Stock and shared voting and dispositive power with respect to 54,080,093 shares of Common Stock, 15 shares of Series D Preferred Stock, 220.4048 shares of Series D-2 Preferred Stock, and 150 shares of Series D-3 Preferred Stock.

Ms. van Steenwyk may be deemed to beneficially own 1,000 shares of Common Stock, comprising less than 0.1% of outstanding shares of Common Stock, and has shared voting and sole dispositive power with respect to said 1,000 shares of Common Stock.

Arrow may be deemed to beneficially own (i) 54,079,093 shares of Common Stock (53,061,272 shares of which Arrow has the right to acquire), comprising 49.9% of outstanding shares of Common Stock, (ii) 15 shares of Series D Preferred Stock, comprising 68.2% of outstanding shares of Series D Preferred Stock, (iii) 220.4084 shares of Series D‑2 Preferred Stock, comprising 19.4% of outstanding shares of Series D-2 Preferred Stock, and (iv) 150 shares of Series D-3 Preferred Stock, comprising 61.2% of outstanding shares of Series D-3 Preferred Stock, and may be deemed to have shared voting and dispositive power with respect to all shares which it is deemed to beneficially own.