SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Van Steenwyk Matthew

(Last)

(First)

(Middle)

2747 PARADISE ROAD

SUITE 3604

(Street)

LAS VEGAS

89109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN POWER GROUP Corp [ APGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	01/08/2016		J⁽¹⁾		46,047	A	$0.1108	6,360,289	I	By Arrow, LLC⁽²⁾
Common Stock, par value $.01 per share	01/08/2016		J⁽³⁾		451,264	A	$0.1108	6,360,289	I	By Arrow, LLC⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A 10% Convertible Preferred Stock	$0.4	01/08/2016		J⁽⁴⁾			20.4084	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $.01 per share	510,210	$10,000	0	I	By Arrow, LLC⁽²⁾
Series B 10% Convertible Preferred Stock	$0.4	01/08/2016		J⁽⁴⁾			200	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $.01 per share	5,000,000	$10,000	0	I	By Arrow, LLC⁽²⁾
Series D-2 Convertible Preferred Stock	$0.4	01/08/2016		J⁽⁴⁾		220.4084		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01 per share	5,510,210	$10,000	220.4084	I	By Arrow, LLC⁽²⁾
Series C Convertible Preferred Stock	$0.2	01/08/2016		J⁽⁸⁾			155.795	⁽⁹⁾	⁽⁹⁾	Common Stock, par value $.01 per share	7,789,726	$10,000	0	I	By Arrow, LLC⁽²⁾
Series D-3 Convertible Preferred Stock	$0.2	01/08/2016		J⁽⁸⁾		155.795		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $.01 per share	7,789,726	$10,000	155.795	I	By Arrow, LLC⁽²⁾
Series D Convertible Preferred Stock	$0.1	01/08/2016		P		15		⁽¹¹⁾	⁽¹¹⁾	Common Stock, par value $.01 per share	15,000,000	$100,000	15	I	By Arrow, LLC⁽²⁾
Common Stock Warrants (Right to Buy)	$0.1	01/08/2016		P		15,000,000		01/08/2016	01/08/2021⁽¹²⁾	Common Stock, par value $.01 per share	15,000,000	$0.1	15,000,000	I	By Arrow, LLC⁽²⁾

Explanation of Responses:

1. Arrow, LLC received 451,264 shares of Common Stock as a payment-in-kind dividend on 200 shares of the Series B 10% Convertible Preferred Stock owned at the time of the dividend payment date.

2. Matthew Van Steenwyk is Director of Arrow, LLC, direct owner of shares.

3. Arrow, LLC received 46,047 shares of Common Stock as a payment-in-kind dividend on 20.4084 shares of the Series A Preferred Stock owned at the time of the dividend payment date.

4. Pursuant to the terms of the Securities Purchase Agreement, dated as of January 8, 2016, among American Power Group Corporation, Arrow, Associated Private Equity, and a third accredited investor identified on the signature pages thereto, Arrow exchanged all of the shares of Series A 10% Convertible Preferred Stock and Series B 10% Convertible Preferred Stock of American Power Group Corporation owned by Arrow for an equal number of shares of a new Series D 2 Convertible Preferred Stock.

5. Shares of Series A 10% Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.

6. Shares of Series B 10% Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.

7. Shares of Series D-2 Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.

8. Pursuant to the terms of the Securities Purchase Agreement, dated as of January 8, 2016, among American Power Group Corporation, Arrow, Associated Private Equity, and a third accredited investor identified on the signature pages thereto, Arrow exchanged all of the shares of Series C Convertible Preferred Stock of American Power Group Corporation owned by Arrow for an equal number of shares of a new Series D-3 Convertible Preferred Stock.

9. Shares of Series C Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.

10. Shares of Series D-3 Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.

11. Shares of Series D Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.

12. If American Power Group Corporation has not filed a certificate of amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware increasing the number of authorized shares of Common Stock from 200,000,000 to 350,000,000 shares by January 8, 2018, then the Warrants will remain exercisable until January 8, 2026.

	Matthew van Steenwyk	01/12/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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