0001144204-13-021383.txt : 20130411 0001144204-13-021383.hdr.sgml : 20130411 20130411175152 ACCESSION NUMBER: 0001144204-13-021383 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130328 FILED AS OF DATE: 20130411 DATE AS OF CHANGE: 20130411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMC Reserve Fund II LP CENTRAL INDEX KEY: 0001408571 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 13757069 BUSINESS ADDRESS: STREET 1: 65 E. 55th Street STREET 2: 32nd Floor CITY: New York STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 65 E. 55th Street STREET 2: 32nd Floor CITY: New York STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steffens John CENTRAL INDEX KEY: 0001373619 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 13757066 MAIL ADDRESS: STREET 1: SCHULTE ROTH & ZABEL, STREET 2: ATTN: BRIAN MCCAWLEY CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ho Gregory P. CENTRAL INDEX KEY: 0001549584 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 13757063 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL STREET 2: 65 EAST 55TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN POWER GROUP Corp CENTRAL INDEX KEY: 0000932699 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 710724248 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 7 KIMBALL LANE STREET 2: BUILDING A CITY: LYNNFIELD STATE: MA ZIP: 01940 BUSINESS PHONE: 7812242411 MAIL ADDRESS: STREET 1: 7 KIMBALL LANE STREET 2: BUILDING A CITY: LYNNFIELD STATE: MA ZIP: 01940 FORMER COMPANY: FORMER CONFORMED NAME: GREENMAN TECHNOLOGIES INC DATE OF NAME CHANGE: 19941110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMC Select Co-Investment Fund I LP CENTRAL INDEX KEY: 0001414754 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 13757064 BUSINESS ADDRESS: STREET 1: c/o SMC Select Co-Invesmtn I GP LLC STREET 2: 65 East 55th Street 33rd Fl CITY: New York STATE: NY ZIP: 10022 BUSINESS PHONE: 212-292-8300 MAIL ADDRESS: STREET 1: c/o SMC Select Co-Invesmtn I GP LLC STREET 2: 65 East 55th Street 33rd Fl CITY: New York STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMC Select Co-Investment I GP, LLC CENTRAL INDEX KEY: 0001549445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 13757070 BUSINESS ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL STREET 2: 65 EAST 55TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 292-8300 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL STREET 2: 65 EAST 55TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spring Mountain Capital, LLC CENTRAL INDEX KEY: 0001549455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 13757065 BUSINESS ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL STREET 2: 65 EAST 55TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 292-8300 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL STREET 2: 65 EAST 55TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spring Mountain Capital, LP CENTRAL INDEX KEY: 0001549456 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 13757067 BUSINESS ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL STREET 2: 65 EAST 55TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 292-8300 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL STREET 2: 65 EAST 55TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spring Mountain Capital G.P., LLC CENTRAL INDEX KEY: 0001549593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 13757068 BUSINESS ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL STREET 2: 65 EAST 55TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 292-8300 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL STREET 2: 65 EAST 55TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 v340950_4.xml OWNERSHIP DOCUMENT X0306 4 2013-03-28 0 0000932699 AMERICAN POWER GROUP Corp APGI 0001549455 Spring Mountain Capital, LLC C/O SPRING MOUNTAIN CAPITAL 65 EAST 55TH STREET, 33RD FLOOR NEW YORK NY 10022 1 0 1 0 0001414754 SMC Select Co-Investment Fund I LP C/O SPRING MOUNTAIN CAPITAL 65 EAST 55TH STREET, 33RD FLOOR NEW YORK NY 10022 1 0 1 0 0001549445 SMC Select Co-Investment I GP, LLC C/O SPRING MOUNTAIN CAPITAL 65 EAST 55TH STREET, 33RD FLOOR NEW YORK NY 10022 1 0 1 0 0001408571 SMC Reserve Fund II LP C/O SPRING MOUNTAIN CAPITAL 65 EAST 55TH STREET, 33RD FLOOR NEW YORK NY 10022 1 0 1 0 0001549593 Spring Mountain Capital G.P., LLC C/O SPRING MOUNTAIN CAPITAL 65 EAST 55TH STREET, 33RD FLOOR NEW YORK NY 10022 1 0 1 0 0001549456 Spring Mountain Capital, LP C/O SPRING MOUNTAIN CAPITAL 65 EAST 55TH STREET, 33RD FLOOR NEW YORK NY 10022 1 0 1 0 0001373619 Steffens John C/O SPRING MOUNTAIN CAPITAL 65 EAST 55TH STREET, 33RD FLOOR NEW YORK NY 10022 1 0 1 0 0001549584 Ho Gregory P. C/O SPRING MOUNTAIN CAPITAL 65 EAST 55TH STREET, 33RD FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2013-03-31 4 J 0 59863 0.6781 A 246870 D Common Stock 2013-03-31 4 J 0 37413 0.6781 A 154292 D Common Stock 2013-03-31 4 J 0 112241 0.6781 A 462879 I See Footnotes Common Stock 2013-03-31 4 J 0 130573 0.6781 A 538482 I See Footnote Additional Investment Right (right to buy) 2013-03-28 4 C 0 53.33 0 D 2013-03-28 2013-03-31 Common Stock 2666666 0 D 10% Convertible Preferred Stock 0.4 2013-03-28 4 C 0 53.33 0 A 2013-03-28 Common Stock 1333333 213.33 D Common Stock Warrants (right to buy) 0.5 2013-03-28 4 C 0 1333333 0 A 2013-03-28 2018-09-28 Common Stock 1333333 5333333 D Additional Investment Right (right to buy) 2013-03-28 4 C 0 33.33 0 D 2013-03-28 2013-03-31 Common Stock 1666666 0 D 10% Convertible Preferred Stock 0.4 2013-03-28 4 C 0 33.33 0 A 2013-03-28 Common Stock 833333 133.33 D Common Stock Warrants (right to buy) 0.5 2013-03-28 4 C 0 833333 0 A 2013-03-28 2018-09-28 Common Stock 833333 3333333 D Additional Investment Right (right to buy) 2013-03-28 4 C 0 99.99 0 D 2013-03-28 2013-03-31 Common Stock 4999998 0 I See Footnotes 10% Convertible Preferred Stock 0.4 2013-03-28 4 C 0 99.99 0 A 2013-03-28 Common Stock 2499999 399.99 I See Footnotes Common Stock Warrants (right to buy) 0.5 2013-03-28 4 C 0 2499999 0 A 2013-03-28 2018-09-28 Common Stock 2499999 9999999 I See Footnotes Additional Investment Right (right to buy) 2013-03-28 4 C 0 116.32 0 D 2013-03-28 2013-03-31 Common Stock 5816664 0 I See Footnotes 10% Convertible Preferred Stock 0.4 2013-03-28 4 C 0 116.32 0 A 2013-03-28 Common Stock 2908332 465.32 I See Footnotes Common Stock Warrants (right to buy) 0.5 2013-03-28 4 C 0 2908332 0 A 2013-03-28 2018-09-28 Common Stock 2908332 11633332 I See Footnotes SMC Reserve Fund II, LP ("SMC Reserve II") received 59,863 shares of the Issuer's common stock ("Common Stock") as a payment-in-kind dividend on 213.33 shares of the Issuer's 10% Convertible Preferred Stock ("Preferred Stock") owned at the time of the dividend payment date. SMC Select Co-Investment Fund I, LP ("SMC Co-Investment") received 37,413 shares of the Common Stock as a payment-in-kind dividend on 133.33 shares of the Issuer's Preferred Stock owned at the time of the dividend payment date. 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 be the beneficial owner of any securities reported herein that are 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 Capital G.P., LLC ("Spring Mountain GP") is the general partner to 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 control received an aggregate of 112,241 shares of the Common Stock as a payment-in-kind dividend on 399.99 shares of the Issuer's Preferred Stock owned at the time of the dividend payment date. 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 be the beneficial owner of any securities reported herein that are 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. Spring Mountain GP has the right to appoint two Directors of the Issuer and currently, Avi Faliks and Jamie Weston, employees of SMC LP, have been appointed as Directors of the Issuer. The reporting persons may be deemed to be Directors by deputization by reason of Mr. Faliks and Mr. Weston, and any successor appointees, serving as Directors of the Issuer. 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 received an aggregate of 130,573 shares of the Common Stock as a payment-in-kind dividend on 465.32 shares of the Issuer's Preferred Stock owned at the time of the dividend payment date. 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 be the beneficial owner of any securities reported herein that may be deemed to be 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. On March 28, 2013 (the "Exercise Date"), SMC Reserve II exercised an additional investment right ("AIR") issued to SMC Reserve II as part of an investment in the Issuer that closed on April 30, 2012. Pursuant to the terms of the AIR, in exchange for an aggregate exercise price of $533,333.33, SMC Reserve II received an additional 53.33 shares of Preferred Stock which are convertible into 1,333,333 shares of the Common Stock and Common Stock purchase warrants (the "Warrants") exercisable for 1,333,333 shares of Common Stock. The Warrants expire on September 28, 2018 and the Preferred Stock has no expiration date. On the Exercise Date, SMC Co-Investment exercised an additional investment right ("AIR") issued to SMC Co-Investment as part of an investment in the Issuer that closed on April 30, 2012. Pursuant to the terms of the AIR, in exchange for an aggregate exercise price of $333,333.33, SMC Co-Investment received an additional 33.33 shares of Preferred Stock, which are convertible into 833,333 shares of the Common Stock, and 833,333 Warrants. The Warrants expire on September 28, 2018 and the Preferred Stock has no expiration date. Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, SMC Co-Investment GP may be deemed to be the beneficial owner of any securities reported herein that may be deemed to be 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. On the Exercise Date, each of SMC Reserve II, SMC Co-Investment and SMC Reserve II Offshore exercised additional investment rights ("AIRs") issued to each such entity as part of an investment in the Issuer that closed on April 30, 2012. Pursuant to the terms of the AIRs, in exchange for an aggregate purchase price of $533,333.33, SMC Reserve II received an additional 53.33 shares of Preferred Stock which are convertible into 1,333,333 shares of Common Stock and 1,333,333 Warrants, in exchange for an aggregate purchase price of $333,333.33, SMC Co-Investment received an additional 33.33 shares of Preferred Stock, which are convertible into 833,333 shares of the Common Stock, and 833,333 Warrants, in exchange for an aggregate purchase price of $133,333.33, SMC Reserve II Offshore received an additional 13.33 shares of Preferred Stock, which are convertible into 333,333 shares of the Common Stock, and 333,333 Warrants. The Warrants expire on September 28, 2018 and the Preferred Stock has no expiration date. 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 be the beneficial owner of any securities reported herein that are 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. Spring Mountain GP has the right to appoint two Directors of the Issuer and currently, Avi Faliks and Jamie Weston, employees of SMC LP, have been appointed as Directors of the Issuer. The reporting persons may be deemed to be Directors by deputization by reason of Mr. Faliks and Mr. Weston, and any successor appointees, serving as Directors of the Issuer. 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"). On the Exercise Date, SMC EP exercised an additional investment right ("AIR") issued to SMC EP as part of an investment in the Issuer that closed on April 30, 2012. Pursuant to the terms of the AIR, in exchange for an aggregate exercise price of $163,333.33, SMC EP received an additional 16.33 shares of Preferred Stock, which are convertible into 408,333 shares of Common Stock, and 408,333 Warrants. The Warrants expire on September 28, 2018 and the Preferred Stock has no expiration date. Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mssrs. John L. Steffens and Gregory P. Ho may be deemed to be the beneficial owners of any securities reported herein that may be deemed to be beneficially owned by SMC Reserve II, SMC Reserve II Offshore, SMC Co-Investment and SMC EP. Each of Mssrs. John L. Steffens and Gregory P. Ho disclaims beneficial ownership with respect to any shares of Common Stock except to the extent of his pecuniary interest therein. SPRING MOUNTAIN CAPITAL, LLC, By: /s/ Gregory P. Ho, Managing Member 2013-04-11 SMC SELECT CO-INVESTMENT FUND I, LP, By: SMC Select Co-Investment I GP, LLC, General Partner, By: Spring Mountain Capital G.P., LLC, Member, /s/ Gregory P. Ho, Managing Member 2013-04-11 SMC SELECT CO-INVESTMENT I GP, LLC, By: Spring Mountain Capital G.P., LLC, Member, /s/ Gregory P. Ho, Managing Member 2013-04-11 SMC RESERVE FUND II, LP, By: Spring Mountain Capital G.P., LLC, General Partner, /s/ Gregory P. Ho, Managing Member 2013-04-11 SPRING MOUNTAIN CAPITAL G.P., LLC, By: /s/ Gregory P. Ho, Managing Member 2013-04-11 SPRING MOUNTAIN CAPITAL, LP, By: Spring Mountain Capital, LLC, General Partner, /s/ Gregory P. Ho, Managing Member 2013-04-11 /s/ John L. Steffens 2013-04-11 /s/ Gregory P. Ho 2013-04-11