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Filing Details

Accession Number:: 0001515971-17-000163
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-12-21 16:17:17
Reporting Period:: 2017-12-19

Accepted Time:: 2017-12-21 16:17:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
932699	American Power Group Corp	APGI	Engines & Turbines (3510)	710724248

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1373619	John Steffens	C/O Spring Mountain Capital 650 Madison Avenue, 20Th Floor New York NY 10022	No	No	Yes	No
1408571	Smc Reserve Fund Ii, Lp	C/O Spring Mountain Capital 650 Madison Avenue, 20Th Floor New York NY 10022	No	No	Yes	No
1414754	Smc Select Co-Investment Fund I Lp	C/O Spring Mountain Capital 650 Madison Avenue, 20Th Floor New York NY 10022	No	No	Yes	No
1549445	Smc Select Co-Investment I Gp, Llc	C/O Spring Mountain Capital 650 Madison Avenue, 20Th Floor New York NY 10022	No	No	Yes	No
1549455	Spring Mountain Capital, Llc	C/O Spring Mountain Capital 650 Madison Avenue, 20Th Floor New York NY 10022	No	No	Yes	No
1549456	Spring Mountain Capital, Lp	C/O Spring Mountain Capital 650 Madison Avenue, 20Th Floor New York NY 10022	No	No	Yes	No
1549584	P. Gregory Ho	C/O Spring Mountain Capital 650 Madison Avenue, 20Th Floor New York NY 10022	No	No	Yes	No
1549593	Spring Mountain Capital G.p., Llc	C/O Spring Mountain Capital 650 Madison Avenue, 20Th Floor New York NY 10022	No	No	Yes	No
1657291	Partnership Employees Smc	C/O Spring Mountain Capital 650 Madison Avenue, 20Th Floor New York NY 10022	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2017-12-19	1,947,370	$0.00	No	4	S	Direct
Common Stock	Disposition	2017-12-19	4,123,095	$0.00	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-12-19	5,077,704	$0.00	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-12-19	954,209	$0.00	No	4	S	Direct
Common Stock	Disposition	2017-12-19	1,740,585	$0.00	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	10% Convertible Preferred Stock	Disposition	2017-12-19	133	$0.00	3,333,333	$0.40
Common Stock	Common Stock Warrants (right to buy)	Disposition	2017-12-19	2,500,000	$0.00	2,500,000	$0.50
Common Stock	Common Stock Warrants (right to buy)	Disposition	2017-12-19	833,333	$0.00	833,333	$0.50
Common Stock	10% Convertible Preferred Stock	Disposition	2017-12-19	400	$0.00	9,999,999	$0.40
Common Stock	Common Stock Warrants (right to buy)	Disposition	2017-12-19	7,500,000	$0.00	7,500,000	$0.50
Common Stock	Common Stock Warrants (right to buy)	Disposition	2017-12-19	2,499,999	$0.00	2,499,999	$0.50
Common Stock	10% Convertible Preferred Stock	Disposition	2017-12-19	465	$0.00	11,633,332	$0.40
Common Stock	Series C Convertible Preferred Stock	Disposition	2017-12-19	52	$0.00	2,596,600	$0.20
Common Stock	Common Stock Warrants (right to buy)	Disposition	2017-12-19	8,725,000	$0.00	8,725,000	$0.50
Common Stock	Common Stock Warrants (right to buy)	Disposition	2017-12-19	2,908,332	$0.00	2,908,332	$0.50
Common Stock	Common Stock Warrants (right to buy)	Disposition	2017-12-19	2,596,575	$0.00	2,596,575	$0.20
Common Stock	10% Convertible Preferred Stock	Disposition	2017-12-19	65	$0.00	1,633,333	$0.40
Common Stock	Series C Convertible Preferred Stock	Disposition	2017-12-19	52	$0.00	2,596,600	$0.20
Common Stock	Common Stock Warrants (right to buy)	Disposition	2017-12-19	1,225,000	$0.00	1,225,000	$0.50
Common Stock	Common Stock Warrants (right to buy)	Disposition	2017-12-19	408,333	$0.00	408,333	$0.50
Common Stock	Common Stock Warrants (right to buy)	Disposition	2017-12-19	2,596,575	$0.00	2,596,575	$0.20
Common Stock	10% Convertible Preferred Stock	Disposition	2017-12-19	213	$0.00	5,333,333	$0.40
Common Stock	Common Stock Warrants (right to buy)	Disposition	2017-12-19	4,000,000	$0.00	4,000,000	$0.50
Common Stock	Common Stock Warrants (right to buy)	Disposition	2017-12-19	1,333,333	$0.00	1,333,333	$0.50

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
		No	4	S	Direct
2012-10-31	2020-05-30	No	4	S	Direct
2013-03-28	2018-09-28	No	4	S	Direct
		No	4	S	Indirect
2012-10-31	2020-05-30	No	4	S	Indirect
2013-03-28	2018-09-28	No	4	S	Indirect
		No	4	S	Indirect
		No	4	S	Indirect
2012-10-31	2020-05-30	No	4	S	Indirect
2013-03-28	2018-09-28	No	4	S	Indirect
2016-10-21	2020-10-21	No	4	S	Indirect
		No	4	S	Direct
		No	4	S	Direct
2012-10-31	2020-05-30	No	4	S	Direct
2013-03-28	2018-09-28	No	4	S	Direct
2016-10-21	2020-10-21	No	4	S	Direct
		No	4	S	Direct
2012-10-31	2020-05-30	No	4	S	Direct
2013-03-28	2018-09-28	No	4	S	Direct

Footnotes

SMC Select Co-Investment Fund I, LP ("SMC Co-Investment") sold 1,947,370 shares of the Issuer's common stock, par $0.01 par value per share ("Common Stock"). SMC Select Co-Investment I GP, LLC is the general partner of SMC Co-Investment ("SMC Co-Investment GP") and pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, it may be deemed to have been the beneficial owner of any securities reported herein that were beneficially owned by SMC Co-Investment. SMC Co-Investment GP disclaims beneficial ownership with respect to any shares of Common Stock except to the extent of its pecuniary interest therein.
All securities reported on this Form 4 were sold for an aggregate purchase price of $4.00.
Spring Mountain Capital G.P., LLC ("Spring Mountain GP") is the general partner to SMC Reserve Fund II, LP ("SMC Reserve II") and SMC Reserve Fund II Offshore, LP ("SMC Reserve II Offshore"), which is not a reporting person, and is the sole member of SMC Co-Investment GP. Entities over which Spring Mountain GP is deemed to have voting and investment sold 4,123,095 shares of Common Stock. Spring Mountain Capital, LP ("SMC LP") acts as investment manager to SMC Reserve II, SMC Reserve II Offshore and SMC Co-Investment. Spring Mountain Capital, LLC ("SMC LLC") is the general partner of SMC LP.
Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Spring Mountain GP, SMC LP and SMC LLC may be deemed to have been the beneficial owner of any securities reported herein that were beneficially owned by SMC Reserve II, SMC Reserve II Offshore and SMC Co-Investment. Each of Spring Mountain GP, SMC LP and SMC LLC disclaims beneficial ownership with respect to any shares of common stock except to the extent of its pecuniary interest therein.
Mr. John L. Steffens and Mr. Gregory P. Ho are managing members of Spring Mountain GP and SMC LLC, and are also partners in SMC Employees Partnership ("SMC EP"). Entities over which Mr. Steffens and Mr. Ho are deemed to have voting and investment control sold an aggregate of 5,077,704 shares of Common Stock. Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mr. Steffens and Mr. Ho may be deemed to have been the beneficial owner of any securities reported herein that may be deemed to have been beneficially owned by SMC Reserve II, SMC Reserve II Offshore, SMC Co-Investment and SMC EP. Each of Mr. Steffens and Mr. Ho disclaims beneficial ownership with respect to any shares of common stock except to the extent of his pecuniary interest therein.
SMC EP sold 954,209 shares of Common Stock.
The 10% Convertible Preferred Stock ("10% Preferred Stock") is convertible at any time, at the respective holder's election and has no expiration date.
SMC Co-Investment sold (i) 133.3333 shares of 10% Preferred Stock, which are convertible into 3,333,333 shares of Common Stock, and (ii) warrants to purchase Common Stock at an initial exercise price of $0.50 per share ("$0.50 Warrants") exercisable for up to 3,333,333 shares of Common Stock. SMC Co-Investment GP is the general partner of SMC Co-Investment SMC Co-Investment GP and pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, it may be deemed to have been the beneficial owner of any securities reported herein that were beneficially owned by SMC Co-Investment. SMC Co-Investment GP disclaims beneficial ownership with respect to any shares of common stock except to the extent of its pecuniary interest therein.
Spring Mountain GP is the general partner to SMC Reserve II and SMC Reserve II Offshore, which is not a reporting person, and is the sole member of SMC Co-Investment GP. Entities over which Spring Mountain GP is deemed to have voting and investment sold (i) 399.9999 shares of 10% Preferred Stock, which are convertible into 9,999,999 shares of Common Stock, and (ii) $0.50 Warrants exercisable for up to 9,999,999 shares of Common Stock. SMC LP acts as investment manager to SMC Reserve II, SMC Reserve II Offshore and SMC Co-Investment. SMC LLC is the general partner of SMC LP.
Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Spring Mountain GP, SMC LP and SMC LLC may be deemed to have been the beneficial owner of any securities reported herein that were beneficially owned by SMC Reserve II, SMC Reserve II Offshore and SMC Co-Investment. Each of Spring Mountain GP, SMC LP and SMC LLC disclaims beneficial ownership with respect to any shares of common stock except to the extent of its pecuniary interest therein.
Mr. John L. Steffens and Mr. Gregory P. Ho are managing members of Spring Mountain GP and SMC LLC, and are also partners in SMC Employees Partnership ("SMC EP"). Entities over which Mr. Steffens and Mr. Ho are deemed to have voting and investment control sold (i) 465.3333 shares of 10% Preferred Stock, which are convertible into 11,633,332 shares of Common Stock, (ii) 51.9320 shares of Series C Preferred Stock, which are convertible into 2,596,600 shares of Common Stock, (iii) $0.50 Warrants exercisable for up to 11,633,332 shares of Common Stock, and (iv) warrants to purchase Common Stock at an initial exercise price of $0.20 per share ("$0.20 Warrants") exercisable for up to 2,596,575 shares of Common Stock.
Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mr. Steffens and Mr. Ho may be deemed to have been the beneficial owner of any securities reported herein that may be deemed to have been beneficially owned by SMC Reserve II, SMC Reserve II Offshore, SMC Co-Investment and SMC EP. Each of Mr. Steffens and Mr. Ho disclaims beneficial ownership with respect to any shares of common stock except to the extent of his pecuniary interest therein.
The Series C Convertible Preferred Stock ("Series C Preferred Stock") is convertible at any time, at the respective holder's election and has no expiration date.
SMC EP sold (i) 65.3333 shares of 10% Preferred Stock, which are convertible into 1,633,333 shares of Common Stock, (ii) 51.9320 shares of Series C Preferred Stock, which are convertible into 2,596,600 shares of Common Stock, (iii) $0.50 Warrants exercisable for up to 1,633,333 shares of Common Stock, and (iv) $0.20 Warrants exercisable for up to 2,596,575 shares of Common Stock.
SMC Reserve II sold 1,740,585 shares of Common Stock.
SMC Reserve II sold (i) 213.3333 shares of 10% Preferred Stock, which are convertible into 5,333,333 shares of Common Stock, and (ii) $0.50 Warrants exercisable for up to 5,333,333 shares of Common Stock.