SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JENSEN LYLE

(Last)

(First)

(Middle)

C/O AMERICAN POWER GROUP

7 KIMBALL LANE, BLDG A

(Street)

LYNNFIELD

01824

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN POWER GROUP Corp [ APGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								760,747	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Option	⁽¹⁾	04/21/2016	04/21/2016	J			500,000	⁽¹⁾	04/21/2016	Common Stock	500,000	$0.28	590,000	D
Common Stock Purchase Options	⁽²⁾	04/25/2016⁽²⁾	04/25/2016⁽²⁾	J			590,000⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	590,000	⁽²⁾	0	D
Common Stock Purchase Options	$0.1	04/25/2016	04/25/2016	A		900,000		04/25/2016	04/25/2026	Common Stock	900,000	$0.1	900,000	D
Common Stock Purchase Options	$0.1	04/25/2016	04/25/2016	A		2,100,000		⁽³⁾	⁽³⁾	Common Stock	2,100,000	$0.1	3,000,000	D
Common Stock Purchase Options	$0.1	04/25/2016	04/25/2016	A		3,000,000		⁽⁴⁾	⁽⁴⁾	Common Stock	3,000,000	$0.1	6,000,000	D

Explanation of Responses:

1. Option to purchase 500,000 shares of common stock at an exercise price of $.28 which vested equally over a 5 year term from date of grant and had a 10 year term expired unexercised.

2. Options to purchase 200,000 shares of common stock at prices ranging from $.33 to $.33 which vested equally over a 5 year term from date of grant and had a term of 10 years from date of grant were terminated by the company. Options to purchase 390,000 shares of common stock at prices ranging from $.23 to $.80 and which vested immediately on date of grant and had a 10 year term from date of grant were terminated by the company.

3. The options vest equally over a period of 5 years from date of grant and have a 10 year term from date of grant.

4. The options are exercisable in annual increments of 750,000 commencing in 2017 and ending in 2020 based on achievement of pre-determined performance goals set by the company's Board of Directors. The options have a 10 year term from date of grant.

	/s/Charles E Coppa, attorney in fact	04/29/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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