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