Filing Details
- Accession Number:
- 0001493152-16-010880
- Form Type:
- 13D Filing
- Publication Date:
- 2016-06-16 12:40:36
- Filed By:
- Alterna Core Capital Assets Fund Ii, L.p.
- Company:
- Midwest Energy Emissions Corp. (OTCMKTS:MEEC)
- Filing Date:
- 2016-06-16
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Alterna Core Capital Assets Fund II | 0 | 39,402,835 | 010 | 39,402,835 | 39,402,835 | 45.42% |
| AC Midwest Energy | 0 | 39,402,835 | 010 | 39,402,835 | 39,402,835 | 45.42% |
| Alterna Capital Partners | 0 | 39,402,835 | 010 | 39,402,835 | 39,402,835 | 45.42% |
| Alterna General Partner II | 0 | 39,402,835 | 010 | 39,402,835 | 39,402,835 | 45.42% |
| Harry V. Toll | 0 | 39,402,835 | 010 | 39,402,835 | 39,402,835 | 45.42% |
| James C. Furnivall | 0 | 39,402,835 | 010 | 39,402,835 | 39,402,835 | 45.42% |
| Eric M. Press | 0 | 39,402,835 | 010 | 39,402,835 | 39,402,835 | 45.42% |
| Roger P. Miller | 0 | 39,402,835 | 010 | 39,402,835 | 39,402,835 | 45.42% |
| Earle Goldin | 0 | 39,402,835 | 010 | 39,402,835 | 39,402,835 | 45.42% |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. 7)
MIDWEST ENERGY EMISSIONS CORP.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
59833H101
(CUSIP Number)
Alterna Core Capital Assets Fund II, L.P.
Thomas X. Fritsch
General Counsel
c/o Alterna Capital Partners LLC
15 River Road, Suite 320
Wilton, Connecticut
06897
Telephone: (203) 210-7333
with a copy to:
Vanessa J. Schoenthaler, Esq.
Sugar Felsenthal Grais & Hammer LLP
230 Park Avenue, Suite 460
New York, New York 10169
Telephone: (212) 899-9781
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 59833H101 | |
| 1. | Name of Reporting Person
Alterna Core Capital Assets Fund II, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | [X] | |
| (b) | ||
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
OO | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |
| 6. | Citizenship or Place of Organization
Delaware | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
39,402,835 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
39,402,835 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
39,402,835 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |
| 13. | Percent of Class Represented by Amount in Row (11)
45.42% | |
| 14. | Aggregate Amount Beneficially Owned by Each Reporting Person
PN, HC | |
| 2 |
| CUSIP No. | 59833H101 | |
| 1. | Name of Reporting Person
AC Midwest Energy LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | [X] | |
| (b) | ||
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
AF | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |
| 6. | Citizenship or Place of Organization
Delaware | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
39,402,835 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
39,402,835 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
39,402,835 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |
| 13. | Percent of Class Represented by Amount in Row (11)
45.42% | |
| 14. | Aggregate Amount Beneficially Owned by Each Reporting Person
OO | |
| 3 |
| CUSIP No. | 59833H101 | |
| 1. | Name of Reporting Person
Alterna Capital Partners LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | [X] | |
| (b) | ||
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
AF | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |
| 6. | Citizenship or Place of Organization
Delaware | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
39,402,835 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
39,402,835 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
39,402,835 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |
| 13. | Percent of Class Represented by Amount in Row (11)
45.42% | |
| 14. | Aggregate Amount Beneficially Owned by Each Reporting Person
IA, OO | |
| 4 |
| CUSIP No. | 59833H101 | |
| 1. | Name of Reporting Person
Alterna General Partner II LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | [X] | |
| (b) | ||
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
AF | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |
| 6. | Citizenship or Place of Organization
Delaware | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
39,402,835 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
39,402,835 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
39,402,835 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |
| 13. | Percent of Class Represented by Amount in Row (11)
45.42% | |
| 14. | Aggregate Amount Beneficially Owned by Each Reporting Person
IA, OO | |
| 5 |
| CUSIP No. | 59833H101 | |
| 1. | Name of Reporting Person
Harry V. Toll | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | [X] | |
| (b) | ||
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
AF | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |
| 6. | Citizenship or Place of Organization
United States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
39,402,835 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
39,402,835 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
39,402,835 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |
| 13. | Percent of Class Represented by Amount in Row (11)
45.42% | |
| 14. | Aggregate Amount Beneficially Owned by Each Reporting Person
IN | |
| 6 |
| CUSIP No. | 59833H101 | |
| 1. | Name of Reporting Person
James C. Furnivall | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | [X] | |
| (b) | ||
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
AF | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |
| 6. | Citizenship or Place of Organization
United States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
39,402,835 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
39,402,835 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
39,402,835 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |
| 13. | Percent of Class Represented by Amount in Row (11)
45.42% | |
| 14. | Aggregate Amount Beneficially Owned by Each Reporting Person
IN | |
| 7 |
| CUSIP No. | 59833H101 | |
| 1. | Name of Reporting Person
Eric M. Press | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | [X] | |
| (b) | ||
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
AF | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |
| 6. | Citizenship or Place of Organization
United States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
39,402,835 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
39,402,835 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
39,402,835 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |
| 13. | Percent of Class Represented by Amount in Row (11)
45.42% | |
| 14. | Aggregate Amount Beneficially Owned by Each Reporting Person
IN | |
| 8 |
| CUSIP No. | 59833H101 | |
| 1. | Name of Reporting Person
Roger P. Miller | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | [X] | |
| (b) | ||
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
AF | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |
| 6. | Citizenship or Place of Organization
United States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
39,402,835 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
39,402,835 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
39,402,835 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |
| 13. | Percent of Class Represented by Amount in Row (11)
45.42% | |
| 14. | Aggregate Amount Beneficially Owned by Each Reporting Person
IN | |
| 9 |
| CUSIP No. | 59833H101 | |
| 1. | Name of Reporting Person
Earle Goldin | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | [X] | |
| (b) | ||
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
AF | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |
| 6. | Citizenship or Place of Organization
United States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
39,402,835 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
39,402,835 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
39,402,835 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |
| 13. | Percent of Class Represented by Amount in Row (11)
45.42% | |
| 14. | Aggregate Amount Beneficially Owned by Each Reporting Person
IN | |
| 10 |
Explanatory Note
This Amendment No.7 to Schedule 13D (this “Amendment No.7”) is being filed jointly by Alterna Capital Partners LLC, a Delaware limited liability company (“Alterna”), Alterna General Partner II LLC, a Delaware limited liability company (“Fund II General Partner”), Alterna Core Capital Assets Fund II, L.P., a Delaware limited partnership (“Fund II”), AC Midwest Energy LLC, a Delaware limited liability company (“AC Midwest”), Harry V. Toll, James C. Furnivall, Eric M. Press, Roger P. Miller and Earle Goldin (together with Alterna, Fund II General Partner, Fund II and AC Midwest the “Reporting Persons”) and relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Midwest Energy Emissions Corp., a Delaware corporation (the “Issuer”). This Amendment No.7 amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on August 25, 2014 (the “Original 13D”), as amended and supplemented by Amendment No.1 filed by the Reporting Persons with the SEC on March 23, 2015 (“Amendment No.1”), Amendment No.2 filed by the Reporting Persons with the SEC on September 10, 2015 (“Amendment No.2”), Amendment No.3 filed by the Reporting Persons with the SEC on November 19, 2015 (“Amendment No.3”), Amendment No.4 filed by the Reporting Persons with the SEC on February 8, 2016 (“Amendment No.4”) Amendment No.5 filed by the Reporting Persons with the SEC on March 7, 2016, (“Amendment No.5”) and Amendment No.6 filed by the Reporting Persons with the SEC on June 15, 2016 (“Amendment No.6”, and together with the Original 13D, Amendment No.1, Amendment No.2, Amendment No.3, Amendment No.4 and Amendment No.5 the “Existing Schedule 13D”). Capitalized terms used but not otherwise defined in this Amendment No.7 shall have the meanings ascribed to them in the Existing Schedule 13D. Except as otherwise specifically amended in this Amendment No.7, items in the Existing Schedule 13D remain unchanged.
This Amendment No.7 is being filed to report a change in the Reporting Person’s beneficial ownership resulting from a change in the price of the Common Stock underlying the Subject Securities (as hereinafter defined).
As of June 13, 2016, the Reporting Persons may be deemed to beneficially own an aggregate of 39,402,835 shares of Common Stock, representing approximately 45.42% of the issued and outstanding shares of the Issuer’s Common Stock.
Item 5. Interest in Securities of the Issuer.
The second through fourth paragraphs of Item 5 of the Existing Schedule 13D are hereby amended and restated in their entirety as follows:
As of June 13, 2016, the outstanding principal balance of the Convertible Notes together with all accrued interest thereon was $9,451,674. An additional $160,832 of PIK Interest will accrue and become payable on the Convertible Notes through August 12, 2016.
As of May 16, 2016, the Issuer had an aggregate of 47,358,618 shares of Common Stock issued and outstanding.
Based on the foregoing, as of June 13, 2016, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 39,402,835 shares of Common Stock, which includes: (i) 18,903,348 shares of Common Stock issuable upon conversion of the Convertible Notes (the “Conversion Shares”); (ii) 321,663 shares of Common Stock issuable upon conversion of PIK Interest that will accrue on and become payable under the Convertible Notes within sixty days of the date hereof (the “PIK Interest Shares”); (iii) 18,100,000 shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”); and (iv) 2,077,824 Warrant Shortfall Shares (the Warrant Shortfall Shares, Warrants Shares, Convertible Notes, Conversion Shares, Warrants, PIK Interest Shares, any 2013 Notes acquired by AC Midwest, and any shares of Common Stock issuable upon conversion of any 2013 Notes so acquired, collectively, the “Subject Securities”), representing approximately 45.42% of the Issuer’s outstanding Common Stock.
| 11 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 16, 2016
| Alterna Capital Partners LLC | ||
| By: | /s/ Thomas X. Fritsch | |
| Thomas X. Fritsch | ||
| Attorney-in-Fact | ||
| Alterna General PArtner II LLC | ||
| By: | /s/ Thomas X. Fritsch | |
| Thomas X. Fritsch | ||
| Attorney-in-Fact | ||
| Alterna Core Capital Assets Fund II, L.p. | ||
| By: | Alterna General Partner II, LLC | |
| Its: | General Partner | |
| By: | /s/ Thomas X. Fritsch | |
| Thomas X. Fritsch | ||
| Attorney-in-Fact | ||
| AC Midwest Energy LLC | ||
| By: | /s/ Thomas X. Fritsch | |
| Thomas X. Fritsch | ||
| Attorney-in-Fact | ||
| HARRY V. TOLL | ||
| By: | /s/ Thomas X. Fritsch | |
| Thomas X. Fritsch | ||
| Attorney-in-Fact | ||
| James C. Furnivall | ||
| By: | /s/ Thomas X. Fritsch | |
| Thomas X. Fritsch | ||
| Attorney-in-Fact | ||
| ERIC M. PRESS | ||
| By: | /s/ Thomas X. Fritsch | |
| Thomas X. Fritsch | ||
| Attorney-in-Fact | ||
| ROGER P. MILLER | ||
| By: | /s/ Thomas X. Fritsch | |
| Thomas X. Fritsch | ||
| Attorney-in-Fact | ||
| EARLE GOLDIN | ||
| By: | /s/ Thomas X. Fritsch | |
| Thomas X. Fritsch | ||
| Attorney-in-Fact | ||
| 12 |