0001144204-15-021505.txt : 20150407
0001144204-15-021505.hdr.sgml : 20150407
20150407121108
ACCESSION NUMBER: 0001144204-15-021505
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150403
FILED AS OF DATE: 20150407
DATE AS OF CHANGE: 20150407
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN POWER GROUP Corp
CENTRAL INDEX KEY: 0000932699
STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510]
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: Steffens John
CENTRAL INDEX KEY: 0001373619
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13776
FILM NUMBER: 15755576
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: 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: 15755577
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: 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: 15755579
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: 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: 15755580
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: Ho Gregory P.
CENTRAL INDEX KEY: 0001549584
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13776
FILM NUMBER: 15755575
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: 15755578
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: 15755581
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
v406615_4.xml
OWNERSHIP DOCUMENT
X0306
4
2015-04-03
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
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
2015-04-03
4
J
0
139938
0.2382
A
683446
D
Common Stock
2015-04-03
4
J
0
139938
0.2382
A
992033
I
See Footnotes
Common Stock
2015-04-03
4
J
0
208908
0.2382
A
1327321
I
See Footnote
SMC Select Co-Investment Fund I, LP ("SMC Co-Investment") received 139,938 shares of the Issuer's common stock as a payment-in-kind dividend on 133.33 shares of the Issuer's 10% Convertible Preferred Stock ("Preferred Stock") owned at the time of the dividend payment date. SMC Select Co-Investment 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 Fund II, LP ("SMC Reserve II") and SMC Reserve Fund II Offshore, LP ("SMC Reserve II Offshore"), neither of which is 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 139,938 shares of the Issuer's 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, Raymond Wong 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. Wong 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 208,908 shares of the Issuer's 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.
SPRING MOUNTAIN CAPITAL, LLC, By: /s/ Gregory P. Ho, Managing Member
2015-04-07
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
2015-04-07
SMC SELECT CO-INVESTMENT I GP, LLC, By: Spring Mountain Capital G.P., LLC, Member, /s/ Gregory P. Ho, Managing Member
2015-04-07
SPRING MOUNTAIN CAPITAL G.P., LLC, By: /s/ Gregory P. Ho, Managing Member
2015-04-07
SPRING MOUNTAIN CAPITAL, LP, By: Spring Mountain Capital, LLC, General Partner, /s/ Gregory P. Ho, Managing Member
2015-04-07
/s/ John L. Steffens
2015-04-07
/s/ Gregory P. Ho
2015-04-07