Filing Details

American Power Group Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

395379 30 8

(CUSIP Number)

Matthew van Steenwyk Paradise Road, Suite 3604 Las Vegas, NV  89109 (805) 441-7178

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 13, 2016

(Date of Event which Requires Filing of this Statement)

SCHEDULE 13D

The following constitutes Amendment No. 8 (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”), Arrow, LLC (“Arrow”), and the Matthew Donald Van Steenwyk GST Trust (the “Trust”, and together with Mr. Van Steenwyk,  Ms. Van Steenwyk, and Arrow, the “Reporting Persons”). Except as specifically set forth in this Amendment, the Schedule 13D remains in full force and effect.

This statement on Schedule 13D relates to the common stock, $0.01 par value per share, of the Company (the “Common Stock”) and the Common Stock Purchase Warrant dated September 13, 2016 issued to Mr. Van Steenwyk (the “Common Stock Warrant”).  The principal executive offices of the Company are located at Seven Kimball Lane, Building B, Lynnfield, Massachusetts 01940.

Credit Support Agreement

On September 13, 2016, the Company entered into a Credit Support Agreement (the “Agreement”) pursuant to which the Company will enter into a credit facility with Iowa State Bank and Mr. Van Steenwyk and Neil K. Braverman will provide guarantees of the Company’s obligations to the bank.  Under the Agreement, Mr. Van Steenwyk was issued a warrant to acquire 5,560,000 shares of Common Stock, exercisable at any time, for a price per share of $.20.  Additionally, the Common Stock Warrant entitles Mr. Van Steenwyk to acquire an additional 1,390,000 shares of Common Stock at such price if certain conditions in the Common Stock Warrant are met.  Such vesting conditions are described in Section 2 of the Common Stock Warrant.

The Company entered into the Agreement so that it could secure the necessary guarantors required for it to enter into a credit facility with Iowa State Bank.  For acting as guarantor, Mr. Van Steenwyk was issued a Common Stock Warrant to acquire shares of Common Stock as described above in Item 3.

Mr. Van Steenwyk may be deemed to beneficially own (i) 80,455,498 shares of Common Stock (26,610,858 shares of which Mr. Van Steenwyk may be deemed to have the right to acquire), comprising 42.4% 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 has sole voting and dispositive power over 20,307,497 shares of Common Stock and shared voting and dispositive power with respect to 60,148,001 shares of Common Stock, comprising 42.4% of outstanding 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) 56,614,683 shares of Common Stock (16,766,159 shares of which Arrow has the right to acquire), comprising 29.8% 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 may be deemed to have shared voting and dispositive power with respect to all shares which it is deemed to beneficially own.

The Trust may be deemed to beneficially own 4,782,318 shares of Common Stock (2,391,159 of which the Trust has the right to acquire) comprising 2.5% of outstanding shares of Common Stock.

Credit Support Agreement

The Common Stock Warrant described in Item 3 above was issued pursuant to that certain Credit Support Agreement by and among the Company, American Power Group, Inc., Mr. Van Steenwyk, and Neil K. Braverman dated September 13, 2016.

Exhibit 1

Credit Support Agreement by and among the Company, American Power Group, Inc., Mr. Van Steenwyk, and Neil K. Braverman dated September 13, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of American Power Group Corporation filed with the SEC on September 19, 2016)

Exhibit 2

Common Stock Purchase Warrant dated September 13, 2016 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of American Power Group Corporation filed with the SEC on September 19, 2016)

SIGNATURE

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.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).