0001144204-18-033304.txt : 20180607 0001144204-18-033304.hdr.sgml : 20180607 20180607182901 ACCESSION NUMBER: 0001144204-18-033304 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180326 FILED AS OF DATE: 20180607 DATE AS OF CHANGE: 20180607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Meghji Mohsin Y CENTRAL INDEX KEY: 0001202993 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 18887697 MAIL ADDRESS: STREET 1: C/O LOUGHLIN MEGHJI + COMPANY CITY: NEW YORK STATE: NY ZIP: 10016 FORMER NAME: FORMER CONFORMED NAME: MEGHJI MOHSIN Y DATE OF NAME CHANGE: 20021101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: M III Sponsor I LLC CENTRAL INDEX KEY: 0001673683 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 18887698 BUSINESS ADDRESS: STREET 1: C/O M III ACQUISITION CORP. STREET 2: 3 COLUMBUS CIRCLE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-716-1491 MAIL ADDRESS: STREET 1: C/O M III ACQUISITION CORP. STREET 2: 3 COLUMBUS CIRCLE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: M III Acquisition Partners I LLC CENTRAL INDEX KEY: 0001675016 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 18887699 BUSINESS ADDRESS: STREET 1: C/O M III ACQUISITION CORP. STREET 2: 3 COLUMBUS CIRCLE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-716-1491 MAIL ADDRESS: STREET 1: C/O M III ACQUISITION CORP. STREET 2: 3 COLUMBUS CIRCLE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Infrastructure & Energy Alternatives, Inc. CENTRAL INDEX KEY: 0001652362 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 474787177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6325 DIGITAL WAY STREET 2: SUITE 460 CITY: INDIANAPOLIS STATE: IN ZIP: 46278 BUSINESS PHONE: (765) 828-2580 MAIL ADDRESS: STREET 1: 6325 DIGITAL WAY STREET 2: SUITE 460 CITY: INDIANAPOLIS STATE: IN ZIP: 46278 FORMER COMPANY: FORMER CONFORMED NAME: M III Acquisition Corp. DATE OF NAME CHANGE: 20150902 4/A 1 tv496117_4a.xml FORM 4/A X0306 4/A 2018-03-26 2018-03-28 0 0001652362 Infrastructure & Energy Alternatives, Inc. IEA 0001202993 Meghji Mohsin Y 130 WEST 42ND STREET, 17TH FLOOR NEW YORK NY 10036 1 0 1 0 0001673683 M III Sponsor I LLC 130 WEST 42ND STREET, 17TH FLOOR NEW YORK NY 10036 1 0 1 0 0001675016 M III Acquisition Partners I LLC 130 WEST 42ND STREET, 17TH FLOOR NEW YORK NY 10036 1 0 1 0 Common Stock 2018-03-26 4 J 0 524362 D 3253116 I By M III Sponsor I LLC Common Stock 2018-03-26 4 J 0 217256 D 3035860 I By M III Sponsor I LLC Common Stock 2018-03-26 4 J 0 1635368 D 1400492 I By M III Sponsor I LLC Common Stock 2018-03-26 4 J 0 39291 D 233231 I By M III Sponsor I LP Common Stock 2018-03-26 4 J 0 233231 D 0 I By M III Sponsor I LP Warrants to purchase 1/2 shares of Common Stock 5.75 2018-03-26 4 J 0 100000 D 2018-04-26 2023-03-26 Common Stock 50000 190000 I By M III Sponsor I LLC Warrants to purchase 1/2 shares of Common Stock 5.75 2018-03-26 4 J 0 50000 D 2018-04-26 2023-03-26 Common Stock 25000 0 I By M III Sponsor I LP Warrants to purchase 1/2 shares of Common Stock 5.75 2018-04-26 2023-03-26 Common Stock 676901 1353803 D In connection with the closing of the initial business combination (the "Business Combination") of Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.) (the "Company"), M III Sponsor I LLC ("Sponsor LLC") and M III Sponsor I LP ("Sponsor LP") forfeited shares of the Company's common stock, par value $0.0001 ("Common Stock") and warrants of the Company that are exerciseable for Common Stock to the Company pursuant to the (i) the Forfeiture Agreement, dated as of March 7, 2018, by and among the Company, Sponsor LP and Sponsor LLC and (ii) the Waiver, Consent and Agreement to Forfeit Founder Shares, dated as of March 20, 2018, by and among the Company, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC, Oaktree Power Opportunities Fund III Delaware, L.P., Sponsor LLC and Sponsor LP. On March 26, 2018, the Company completed the Business Combination and changed its name to Infrastructure and Energy Alternatives, Inc. Mr. Mohsin Y. Meghji was, at the time of the reported transactions, the sole shareholder of M III Acquisition Partners I Corp. and M III Acquisition Partners I Corp. was, at the time of the reported transaction, the general partner of Sponsor LP. Mr. Meghji also was at the time of the reported transaction and continues to be the sole managing member of M III Acquisition Partners I LLC, which is the sole managing member of Sponsor LLC. Mr. Meghji had sole voting and dispositive control over securities held by Sponsor LLC and Sponsor LP at the time of the reported transaction, and therefore may have been deemed to share beneficial ownership of the securities held by Sponsor LLC and Sponsor LP. Mr. Meghji disclaims beneficial ownership over any securities reported herein in which he does not have any pecuniary interest. In connection with the closing of the Business Combination, Sponsor LLC transferred shares to third parties pursuant to various commitment agreements entered into by and among Sponsor LLC, Sponsor LP and such third parties. Pro rata distribution, not for value, of Common Stock held by Sponsor LLC to certain of of its members. On March 26, 2018, Mr. Meghji transferred the stock of the general partner of Sponsor LP to an affiliate of the limited partner of Sponsor LP and ceased to have beneficial ownership over any securities held by Sponsor LP. As a result of such transfer, Mr. Meghji has ceased to have beneficial ownership with respect to any shares of Common Stock or Warrants owned by Sponsor LP. Mr. Meghji will file any future reports solely in his capacity as a director of the Company. Pro rata distribution, not for value, of warrants of the Company held by Sponsor LLC to certain of of its members. Each warrant became exercisable to purchase one half share of common stock at an exercise price of $5.75 on April 25, 2018 and continues to be exercisable until expiry on March 26, 2023. Represents public warrants held directly by Mr. Meghji. This report on Form 4/A supersedes, replaces and restates in its entirety (i) the Form 4 filed by Sponsor LP and M III Acquisition Partners I Corp. on March 28, 2018, (ii) the Form 4 filed by Mr. Meghji, Sponsor LLC and M III Acquisition Partners I LLC on March 28, 2018, (iii) the Form 4 filed by Mr. Meghji on March 29, 2018 and (iv) the Form 4 filed by Mr. Meghji on April 6, 2018. As a result of the transactions described herein, Sponsor LLC has ceased to beneficially own more than 10% of the outstanding Common Stock. /s/ Mohsin Y. Meghji as Managing Member of M III Acquisition Partners I LLC, on its own behalf and as the Sole Managing Member of M III Sponsor I LLC 2018-06-07 /s/ Mohsin Y. Meghji 2018-06-07