0001144204-15-053793.txt : 20150904 0001144204-15-053793.hdr.sgml : 20150904 20150904141944 ACCESSION NUMBER: 0001144204-15-053793 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150824 FILED AS OF DATE: 20150904 DATE AS OF CHANGE: 20150904 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: Ho Gregory P. CENTRAL INDEX KEY: 0001549584 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 151094303 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 151094304 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 151094305 BUSINESS ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 292-8300 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 151094306 BUSINESS ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 292-8300 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 151094307 BUSINESS ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 292-8300 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4/A 1 v419798_form4a.xml OWNERSHIP DOCUMENT X0306 4/A 2015-08-24 2015-08-27 0 0000932699 AMERICAN POWER GROUP Corp APGI 0001549593 Spring Mountain Capital G.P., LLC C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 1 0 1 0 0001549455 Spring Mountain Capital, LLC C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 1 0 1 0 0001549456 Spring Mountain Capital, LP C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 1 0 1 0 0001373619 Steffens John C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 1 0 1 0 0001549584 Ho Gregory P. C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock Purchase Warrant 0.20 2015-08-24 4 A 0 1500000 0 A 2015-08-24 2019-08-24 Common Stock 1500000 1500000 I See Footnotes On August 24, 2015, SMC Private Equity Holdings, LP ("SMC Holdings LP") acquired a Common Stock Purchase Warrant (the "Warrant") which is exercisable for up to 1,500,000 shares of the Issuer's common stock upon funding of a loan from SMC Holdings LP indirectly to the Issuer in the aggregate amount of $1,500,000.00 (the "Loan"). The Warrant vests with respect to SMC Holdings LP's right to exercise the Warrant into shares of the Issuer's common stock at a rate of 1 share of the Issuer's common stock per $1.00 of the Loan funded by SMC Holdings LP indirectly to the Issuer. SMC Private Equity Holdings G.P., LLC ("SMC Holdings GP") is the general partner of SMC Holdings LP. Spring Mountain Capital G.P., LLC ("Spring Mountain GP") is the managing member of SMC Holdings 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 Holdings LP. Each of SMC Holdings GP and Spring Mountain GP disclaims beneficial ownership with respect to any such securities 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 have been appointed by Spring Mountain GP 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. Spring Mountain Capital, LP ("SMC LP") acts as investment manager to SMC Holdings LP. 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 SMC LP and SMC LLC may be deemed to be the beneficial owner of any securities reported herein that are beneficially owned by SMC Holdings LP. Each of SMC LP and SMC LLC disclaims beneficial ownership with respect to any such securities except to the extent of its pecuniary interest therein. Mr. John L. Steffens and Mr. Gregory P. Ho are managing members of Spring Mountain GP and SMC LLC, and thus are deemed to have voting and investment control of the Warrant. Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mr. Steffens and Mr. Ho may bedeemed to be the beneficial owner of any securities reported herein that may be deemed to be beneficially owned by SMC Holdings LP, SMC Holdings GPand Spring Mountain GP. Each of Mr. Steffens and Mr. Ho disclaims beneficial ownership with respect to any such securities except to the extent of hispecuniary interest therein. This Form 4/A amends the Form 4 filed on 08/27/2015 to add SMC LP and SMC LLC as reporting persons, in accordance with footnote 3 above. SPRING MOUNTAIN CAPITAL G.P., LLC, By: /s/ Gregory P. Ho, Managing Member 2015-09-04 SPRING MOUNTAIN CAPITAL, LLC, By: /s/ Gregory P. Ho, Managing Member 2015-09-04 SPRING MOUNTAIN CAPITAL, LP, By: Spring Mountain Capital, LLC, General Partner, /s/ Gregory P. Ho, Managing Member 2015-09-04 /s/ John L. Steffens 2015-09-04 /s/ Gregory P. Ho 2015-09-04