0001515971-17-000163.txt : 20171221
0001515971-17-000163.hdr.sgml : 20171221
20171221161717
ACCESSION NUMBER: 0001515971-17-000163
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171219
FILED AS OF DATE: 20171221
DATE AS OF CHANGE: 20171221
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: 171269632
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: 171269633
MAIL ADDRESS:
STREET 1: C/O COLONY NORTHSTAR, INC.
STREET 2: 515 S. FLOWER ST., 44TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
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: 171269631
BUSINESS ADDRESS:
STREET 1: 650 MADISON AVENUE
STREET 2: 20TH FLOOR
CITY: New York
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-292-8300
MAIL ADDRESS:
STREET 1: 650 MADISON AVENUE
STREET 2: 20TH FLOOR
CITY: New York
STATE: NY
ZIP: 10022
FORMER NAME:
FORMER CONFORMED NAME: SMC Reserve Fund II LP
DATE OF NAME CHANGE: 20070801
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: 171269638
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
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13776
FILM NUMBER: 171269639
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: 171269635
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: 171269637
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
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13776
FILM NUMBER: 171269636
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: 171269634
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
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
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2017-12-19
1
0000932699
AMERICAN POWER GROUP Corp
APGI
0001549455
Spring Mountain Capital, LLC
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001414754
SMC Select Co-Investment Fund I LP
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001549445
SMC Select Co-Investment I GP, LLC
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001549593
Spring Mountain Capital G.P., LLC
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001549456
Spring Mountain Capital, LP
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001657291
SMC Employees Partnership
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001373619
Steffens John
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001549584
Ho Gregory P.
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001408571
SMC Reserve Fund II, LP
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Common Stock
2017-12-19
4
S
0
1947370
D
0
D
Common Stock
2017-12-19
4
S
0
4123095
D
0
I
See Footnotes
Common Stock
2017-12-19
4
S
0
5077704
D
0
I
See Footnotes
Common Stock
2017-12-19
4
S
0
954209
D
0
D
Common Stock
2017-12-19
4
S
0
1740585
D
0
D
10% Convertible Preferred Stock
0.4
2017-12-19
4
S
0
133.3333
D
Common Stock
3333333
0
D
Common Stock Warrants (right to buy)
0.5
2017-12-19
4
S
0
2500000
D
2012-10-31
2020-05-30
Common Stock
2500000
0
D
Common Stock Warrants (right to buy)
0.5
2017-12-19
4
S
0
833333
D
2013-03-28
2018-09-28
Common Stock
833333
0
D
10% Convertible Preferred Stock
0.4
2017-12-19
4
S
0
399.9999
D
Common Stock
9999999
0
I
See Footnotes
Common Stock Warrants (right to buy)
0.5
2017-12-19
4
S
0
7500000
D
2012-10-31
2020-05-30
Common Stock
7500000
0
I
See Footnotes
Common Stock Warrants (right to buy)
0.5
2017-12-19
4
S
0
2499999
D
2013-03-28
2018-09-28
Common Stock
2499999
0
I
See Footnotes
10% Convertible Preferred Stock
0.4
2017-12-19
4
S
0
465.3333
D
Common Stock
11633332
0
I
See Footnotes
Series C Convertible Preferred Stock
0.2
2017-12-19
4
S
0
51.932
D
Common Stock
2596600
0
I
See Footnotes
Common Stock Warrants (right to buy)
0.5
2017-12-19
4
S
0
8725000
D
2012-10-31
2020-05-30
Common Stock
8725000
0
I
See Footnotes
Common Stock Warrants (right to buy)
0.5
2017-12-19
4
S
0
2908332
D
2013-03-28
2018-09-28
Common Stock
2908332
0
I
See Footnotes
Common Stock Warrants (right to buy)
0.2
2017-12-19
4
S
0
2596575
D
2016-10-21
2020-10-21
Common Stock
2596575
0
I
See Footnotes
10% Convertible Preferred Stock
0.4
2017-12-19
4
S
0
65.3333
D
Common Stock
1633333
0
D
Series C Convertible Preferred Stock
0.2
2017-12-19
4
S
0
51.932
D
Common Stock
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0
D
Common Stock Warrants (right to buy)
0.5
2017-12-19
4
S
0
1225000
D
2012-10-31
2020-05-30
Common Stock
1225000
0
D
Common Stock Warrants (right to buy)
0.5
2017-12-19
4
S
0
408333
D
2013-03-28
2018-09-28
Common Stock
408333
0
D
Common Stock Warrants (right to buy)
0.2
2017-12-19
4
S
0
2596575
D
2016-10-21
2020-10-21
Common Stock
2596575
0
D
10% Convertible Preferred Stock
0.4
2017-12-19
4
S
0
213.3333
D
Common Stock
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0
D
Common Stock Warrants (right to buy)
0.5
2017-12-19
4
S
0
4000000
D
2012-10-31
2020-05-30
Common Stock
4000000
0
D
Common Stock Warrants (right to buy)
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2017-12-19
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S
0
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2018-09-28
Common Stock
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D
SMC Select Co-Investment Fund I, LP ("SMC Co-Investment") sold 1,947,370 shares of the Issuer's common stock, par $0.01 par value per share ("Common Stock"). 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 have been the beneficial owner of any securities reported herein that were 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.
All securities reported on this Form 4 were sold for an aggregate purchase price of $4.00.
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"), 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 sold 4,123,095 shares of Common Stock. 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 have been the beneficial owner of any securities reported herein that were 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.
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 sold an aggregate of 5,077,704 shares of Common Stock. 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 have been the beneficial owner of any securities reported herein that may be deemed to have been 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 sold 954,209 shares of Common Stock.
The 10% Convertible Preferred Stock ("10% Preferred Stock") is convertible at any time, at the respective holder's election and has no expiration date.
SMC Co-Investment sold (i) 133.3333 shares of 10% Preferred Stock, which are convertible into 3,333,333 shares of Common Stock, and (ii) warrants to purchase Common Stock at an initial exercise price of $0.50 per share ("$0.50 Warrants") exercisable for up to 3,333,333 shares of Common Stock. SMC Co-Investment GP 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 have been the beneficial owner of any securities reported herein that were 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 GP is the general partner to SMC Reserve II and 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 sold (i) 399.9999 shares of 10% Preferred Stock, which are convertible into 9,999,999 shares of Common Stock, and (ii) $0.50 Warrants exercisable for up to 9,999,999 shares of Common Stock. 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 have been the beneficial owner of any securities reported herein that were 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.
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 sold (i) 465.3333 shares of 10% Preferred Stock, which are convertible into 11,633,332 shares of Common Stock, (ii) 51.9320 shares of Series C Preferred Stock, which are convertible into 2,596,600 shares of Common Stock, (iii) $0.50 Warrants exercisable for up to 11,633,332 shares of Common Stock, and (iv) warrants to purchase Common Stock at an initial exercise price of $0.20 per share ("$0.20 Warrants") exercisable for up to 2,596,575 shares of Common Stock.
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 have been the beneficial owner of any securities reported herein that may be deemed to have been 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.
The Series C Convertible Preferred Stock ("Series C Preferred Stock") is convertible at any time, at the respective holder's election and has no expiration date.
SMC EP sold (i) 65.3333 shares of 10% Preferred Stock, which are convertible into 1,633,333 shares of Common Stock, (ii) 51.9320 shares of Series C Preferred Stock, which are convertible into 2,596,600 shares of Common Stock, (iii) $0.50 Warrants exercisable for up to 1,633,333 shares of Common Stock, and (iv) $0.20 Warrants exercisable for up to 2,596,575 shares of Common Stock.
SMC Reserve II sold 1,740,585 shares of Common Stock.
SMC Reserve II sold (i) 213.3333 shares of 10% Preferred Stock, which are convertible into 5,333,333 shares of Common Stock, and (ii) $0.50 Warrants exercisable for up to 5,333,333 shares of Common Stock.
SPRING MOUNTAIN CAPITAL, LLC, By: /s/ Gregory P. Ho, Managing Member
2017-12-21
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
2017-12-21
SMC SELECT CO-INVESTMENT I GP, LLC, By: Spring Mountain Capital G.P., LLC, Member, /s/ Gregory P. Ho, Managing Member
2017-12-21
SPRING MOUNTAIN CAPITAL G.P., LLC, By: /s/ Gregory P. Ho, Managing Member
2017-12-21
SPRING MOUNTAIN CAPITAL, LP, By: Spring Mountain Capital, LLC, General Partner, /s/ Gregory P. Ho, Managing Member
2017-12-21
SMC EMPLOYEES PARTNERSHIP, By: /s/ Gregory P. Ho, Authorized Signatory
2017-12-21
/s/ John L. Steffens
2017-12-21
/s/ Gregory P. Ho
2017-12-21
SMC RESERVE FUND II, LP, By: Spring Mountain Capital G.P., LLC, General Partner, /s/ Gregory P. Ho, Managing Member
2017-12-21