0001144204-16-074858.txt : 20160108 0001144204-16-074858.hdr.sgml : 20160108 20160108160312 ACCESSION NUMBER: 0001144204-16-074858 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160107 FILED AS OF DATE: 20160108 DATE AS OF CHANGE: 20160108 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: 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: 161333220 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: 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: 161333219 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: Ho Gregory P. CENTRAL INDEX KEY: 0001549584 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 161333222 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 161333226 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, 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: 161333225 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: Steffens John CENTRAL INDEX KEY: 0001373619 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 161333223 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 161333221 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: SMC Employees Partnership CENTRAL INDEX KEY: 0001657291 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13776 FILM NUMBER: 161333224 BUSINESS ADDRESS: STREET 1: SPRING MOUNTAIN CAPITAL STREET 2: 65 EAST 55TH ST., 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-292-8300 MAIL ADDRESS: STREET 1: SPRING MOUNTAIN CAPITAL STREET 2: 65 EAST 55TH ST., 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 v428670_4.xml OWNERSHIP DOCUMENT X0306 4 2016-01-07 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 0001657291 SMC Employees Partnership 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 2016-01-07 4 J 0 282486 0.1180 A 1296284 D Common Stock 2016-01-07 4 J 0 847457 0.1180 A 2169842 I See Footnotes Common Stock 2016-01-07 4 J 0 985875 0.1180 A 2805419 I See Footnote Common Stock 2016-01-07 4 J 0 138418 0.1180 A 635577 I See Footnote SMC Select Co-Investment Fund I, LP ("SMC Co-Investment") received 282,486 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 564,971 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 138,418 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. SMC EP received 138,418 shares of the Issuer's common stock as a payment-in-kind dividend on 65.33 shares of the Issuer's Preferred Stock owned at the time of the dividend payment date. SPRING MOUNTAIN CAPITAL, LLC, By: /s/ Gregory P. Ho, Managing Member 2016-01-08 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 2016-01-08 SMC SELECT CO-INVESTMENT I GP, LLC, By: Spring Mountain Capital G.P., LLC, Member, /s/ Gregory P. Ho, Managing Member 2016-01-08 SPRING MOUNTAIN CAPITAL G.P., LLC, By: /s/ Gregory P. Ho, Managing Member 2016-01-08 SPRING MOUNTAIN CAPITAL, LP, By: Spring Mountain Capital, LLC, General Partner, /s/ Gregory P. Ho, Managing Member 2016-01-08 SMC EMPLOYEES PARTNERSHIP, By: /s/ Gregory P. Ho, Authorized Signatory 2016-01-08 /s/ John L. Steffens 2016-01-08 /s/ Gregory P. Ho 2016-01-08