FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Spring Mountain Capital, LLC 		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                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O SPRING MOUNTAIN CAPITAL, 65 EAST 55TH STREET, 33RD FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/5/2016
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   7/5/2016     J (1)    238949   A $0.1395   1781781   D   (1)  
Common Stock   7/5/2016     J (2) (3)    716846   A $0.1395   3626332   I   See Footnotes   (2) (3)
Common Stock   7/5/2016     J (4)    833931   A $0.1395   4499803   I   See Footnote   (4)
Common Stock   7/5/2016     J (5)    117085   A $0.1395   873471   D   (5)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  SMC Select Co-Investment Fund I, LP ("SMC Co-Investment") received 238,949 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.
( 2)  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 716,846 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.
( 3)  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.
( 4)  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 833,931 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.
( 5)  SMC EP received 117,085 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Spring Mountain Capital, LLC
C/O SPRING MOUNTAIN CAPITAL
65 EAST 55TH STREET, 33RD FLOOR
NEW YORK, NY 10022 		X X

SMC Select Co-Investment Fund I LP
C/O SPRING MOUNTAIN CAPITAL
65 EAST 55TH STREET, 33RD FLOOR
NEW YORK, NY 10022 		X X

SMC Select Co-Investment I GP, LLC
C/O SPRING MOUNTAIN CAPITAL
65 EAST 55TH STREET, 33RD FLOOR
NEW YORK, NY 10022 		X X

Spring Mountain Capital G.P., LLC
C/O SPRING MOUNTAIN CAPITAL
65 EAST 55TH STREET, 33RD FLOOR
NEW YORK, NY 10022 		X X

Spring Mountain Capital, LP
C/O SPRING MOUNTAIN CAPITAL
65 EAST 55TH STREET, 33RD FLOOR
NEW YORK, NY 10022 		X X

SMC Employees Partnership
C/O SPRING MOUNTAIN CAPITAL
65 EAST 55TH STREET, 33RD FLOOR
NEW YORK, NY 10022 		X X

Steffens John
C/O SPRING MOUNTAIN CAPITAL
65 EAST 55TH STREET, 33RD FLOOR
NEW YORK, NY 10022 		X X

Ho Gregory P.
C/O SPRING MOUNTAIN CAPITAL
65 EAST 55TH STREET, 33RD FLOOR
NEW YORK, NY 10022 		X X


Signatures
SPRING MOUNTAIN CAPITAL, LLC, By: /s/ Gregory P. Ho, Managing Member 7/12/2016
** Signature of Reporting Person Date

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 7/12/2016
** Signature of Reporting Person Date

SMC SELECT CO-INVESTMENT I GP, LLC, By: Spring Mountain Capital G.P., LLC, Member, /s/ Gregory P. Ho, Managing Member 7/12/2016
** Signature of Reporting Person Date

SPRING MOUNTAIN CAPITAL G.P., LLC, By: /s/ Gregory P. Ho, Managing Member 7/12/2016
** Signature of Reporting Person Date

SPRING MOUNTAIN CAPITAL, LP, By: Spring Mountain Capital, LLC, General Partner, /s/ Gregory P. Ho, Managing Member 7/12/2016
** Signature of Reporting Person Date

SMC EMPLOYEES PARTNERSHIP, By: /s/ Gregory P. Ho, Authorized Signatory 7/12/2016
** Signature of Reporting Person Date

/s/ John L. Steffens 7/12/2016
** Signature of Reporting Person Date

/s/ Gregory P. Ho 7/12/2016
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
American Power (PK) (USOTC:APGI)
Historical Stock Chart
Von Dez 2024 bis Jan 2025 Click Here for more American Power (PK) Charts.
American Power (PK) (USOTC:APGI)
Historical Stock Chart
Von Jan 2024 bis Jan 2025 Click Here for more American Power (PK) Charts.