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 2596600 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 5333333 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) 0.5 2017-12-19 4 S 0 1333333 D 2013-03-28 2018-09-28 Common Stock 1333333 0 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