0001382963-17-000184.txt : 20171204 0001382963-17-000184.hdr.sgml : 20171204 20171204213820 ACCESSION NUMBER: 0001382963-17-000184 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171130 FILED AS OF DATE: 20171204 DATE AS OF CHANGE: 20171204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shandong Heavy Industry Group Co., Ltd. CENTRAL INDEX KEY: 0001703252 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35944 FILM NUMBER: 171238533 BUSINESS ADDRESS: STREET 1: #40-1 YANZI SHAN WEST ROAD CITY: JINAN, SHANDONG PROVINCE STATE: F4 ZIP: 250014 BUSINESS PHONE: 0531-82623823 MAIL ADDRESS: STREET 1: #40-1 YANZI SHAN WEST ROAD CITY: JINAN, SHANDONG PROVINCE STATE: F4 ZIP: 250014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Weichai Power Co., Ltd. CENTRAL INDEX KEY: 0001703367 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35944 FILM NUMBER: 171238534 BUSINESS ADDRESS: STREET 1: SECTION A 197, FU SHOU EAST STREET STREET 2: HIGH TECHNOLOGY INDUSTRIAL DEVELOP. ZONE CITY: WEIFANG, SHANDONG PROVINCE STATE: F4 ZIP: 261061 BUSINESS PHONE: 0531-82623823 MAIL ADDRESS: STREET 1: SECTION A 197, FU SHOU EAST STREET STREET 2: HIGH TECHNOLOGY INDUSTRIAL DEVELOP. ZONE CITY: WEIFANG, SHANDONG PROVINCE STATE: F4 ZIP: 261061 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Weichai America Corp. CENTRAL INDEX KEY: 0001702521 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35944 FILM NUMBER: 171238535 BUSINESS ADDRESS: STREET 1: 3100 GOLF ROAD CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 BUSINESS PHONE: 847-725-7030 MAIL ADDRESS: STREET 1: 3100 GOLF ROAD CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: POWER SOLUTIONS INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001137091 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 330963637 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 201 MITTEL DRIVE CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630.350.9400 MAIL ADDRESS: STREET 1: 201 MITTEL DRIVE CITY: WOOD DALE STATE: IL ZIP: 60191 FORMER COMPANY: FORMER CONFORMED NAME: FORMAT INC DATE OF NAME CHANGE: 20060901 FORMER COMPANY: FORMER CONFORMED NAME: FORMAT INC /FA/ DATE OF NAME CHANGE: 20010321 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-11-30 0001137091 POWER SOLUTIONS INTERNATIONAL, INC. PSIX 0001702521 Weichai America Corp. 3100 GOLF ROAD ROLLING MEADOWS IL 60008 0 0 1 0 0001703367 Weichai Power Co., Ltd. SECTION A 197, FU SHOU EAST STREET HIGH-TECH INDUSTRIAL DEV. ZONE WEIFANG, SHANDONG PROVINCE F4 261061 CHINA 0 0 1 0 0001703252 Shandong Heavy Industry Group Co., Ltd. #40-1 YANZI SHAN WEST ROAD JINAN, SHANDONG PROVINCE F4 250014 CHINA 0 0 1 0 Common Stock 2017-11-30 4 C 0 4771248 8.00 A 7700000 I See Explanation of Responses Series B Convertible Perpetual Preferred Stock 8.00 2017-11-30 4 C 0 2385624 0 D Common Stock 4771248 0 I See Explanation of Responses Warrants to Purchase Common Stock 2018-09-30 2018-12-31 Common Stock 4055709 4055709 I See Explanation of Responses This report is filed jointly by Weichai America Corp., Weichai Power Co., Ltd. and Shandong Heavy Industry Group Co., Ltd. (collectively, the "Reporting Persons"). Weichai America Corp. is the direct owner of the Common Stock referenced in this report and shares the power to vote and the power to dispose of all of such shares of Common Stock with the other Reporting Persons. No individual has beneficial ownership over the Common Stock benefically owned by the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. This Form 4 shall not deemed to be an admission that any Reporting Person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. On November 30, 2017, the Issuer entered into a Securities Exchange Agreement with Weichai America Corp., pursuant to which (i) the 2,385,624 shares of Series B Preferred Stock (such shares of Series B Preferred Stock being convertible into two shares of Common Stock for each share of Series B Preferred Stock) held by Weichai America Corp. were exchanged for 4,771,248 shares of Common Stock and (ii) the 2018 Warrant was amended (the "Amended 2018 Warrant") to (a) provide that the Amended 2018 Warrant is exercisable for Common Stock without the requirement to obtain stockholder approval and is not exercisable for Series B Preferred Stock and (b) permit the Issuer to request the accelerated exercise of the Amended 2018 Warrant to the extent required to meet the funding needs of the Issuer. Other terms of the Amended 2018 Warrant as described in the Form 3 filed with the Securities and Exchange Commission by the Reporting Persons on April 10, 2017 remain the same. /s/ Huisheng Liu, Chairman, Weichai America Corp. 2017-12-04 /s/ Sun Shaojun, Executive President, Weichai Power Co., Ltd. 2017-12-04 /s/Jiang Kui, President, Shandong Heavy Industry Group Co., Ltd. 2017-12-04