APGI American Power Group Corporation (PK)

SCHEDULE 13D

The following constitutes Amendment No. 9 (this “ Amendment ”) to the initial Schedule 13D, as previously amended (the “ Schedule 13D ”) filed on June 12, 2015 by Matthew van Steenwyk (“ Mr. Van Steenwyk ”), Betty van Steenwyk (“ Ms. Van Steenwyk ”), Arrow, LLC (“ Arrow ”), and the Matthew Donald Van Steenwyk GST Trust (the “ Trust ”, and together with Mr. Van Steenwyk,  Ms. Van Steenwyk, and Arrow, the “ Reporting Persons ”). Except as specifically set forth in this Amendment, the Schedule 13D remains in full force and effect.

Item 1.    Security and Issuer

This statement on Schedule 13D relates to the common stock, $0.01 par value per share, of the Company (the “ Common Stock ”) and the Common Stock Purchase Warrant dated January 27, 2017 issued to Arrow (the “ Common Stock Warrant ”).  The principal executive offices of the Company are located at Seven Kimball Lane, Building B, Lynnfield, Massachusetts 01940.

Item 3.   Source and Amount of Funds or Other Considerations

Forbearance, Waiver and Amendment Agreement

On January 27, 2017, the Company entered into a Forbearance, Waiver and Amendment Agreement (the “ Agreement ”) by and among WPU Leasing, LLC (“ WPU ”), the Company, and American Power Group Corporation, pursuant to which the Company issued a Common Stock Warrant to Arrow to acquire 1,025,791 shares of Common Stock, exercisable at any time, for a price per share of $.10.

Item 4.    Purpose of Transaction

The Company entered into the Agreement so that WPU would agree to forbear from enforcing certain rights under its financing arrangements with the Company.  In consideration of WPU’s agreements and waivers pursuant to the Agreement, the Company has issued to WPU’s members (one of which is Arrow) warrants to purchase an aggregate of 3,538,172 shares of Common Stock.  Such arrangements are more particularly described on the Current Report on Form 8-K of American Power Group Corporation filed with the SEC on February 1, 2017.

Item 5.    Interest in Securities of the Issuer

Mr. Van Steenwyk may be deemed to beneficially own (i) 82,182,288 shares of Common Stock (81,040,973 shares of which Mr. Van Steenwyk may be deemed to have the right to acquire), comprising 52.6% of outstanding shares of Common Stock, (ii) 15 shares of Series D Preferred Stock, comprising 68.2% of outstanding shares of Series D Preferred Stock and convertible into 15,000,000 shares of Common Stock, (iii) 220.4084 shares of Series D‑2 Preferred Stock, comprising 19.4% of outstanding shares of Series D-2 Preferred Stock and convertible into 5,510,210 shares of Common Stock, and (iv) 150 shares of Series D-3 Preferred Stock, comprising 61.2% of outstanding shares of Series D-3 Preferred Stock and convertible into 7,789,726 shares of Common Stock.

Mr. van Steenwyk has sole voting and dispositive power over 20,307,497 shares of Common Stock and shared voting and dispositive power with respect to 61,874,791 shares of Common Stock, comprising 52.6% of outstanding shares of Common Stock, 15 shares of Series D Preferred Stock, 220.4048 shares of Series D-2 Preferred Stock, and 150 shares of Series D-3 Preferred Stock.

Ms. van Steenwyk may be deemed to beneficially own 1,000 shares of Common Stock, comprising less than 0.1% of outstanding shares of Common Stock, and has shared voting and sole dispositive power with respect to said 1,000 shares of Common Stock.

Arrow may be deemed to beneficially own (i) 58,341,473 shares of Common Stock (68,215,092 shares of which Arrow has the right to acquire), comprising 40.7% of outstanding shares of Common Stock, (ii) 15 shares of Series D Preferred Stock, comprising 68.2% of outstanding shares of Series D Preferred Stock, and may be deemed to have shared voting and dispositive power with respect to all shares which it is deemed to beneficially own.

The Trust may be deemed to beneficially own 4,782,318 shares of Common Stock (2,391,159 of which the Trust has the right to acquire) comprising 2.5% of outstanding shares of Common Stock.

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Forbearance, Waiver and Amendment Agreement

The Common Stock Warrant described in Item 3 above was issued pursuant to that certain Forbearance, Waiver and Amendment Agreement by and among the WPU Leasing, LLC, the Company, and American Power Group, Inc. dated January 27, 2017.

Item 7.   Material to Be Filed as Exhibits

Exhibit 1

Forbearance, Waiver and Amendment Agreement by and among the WPU Leasing, LLC, the Company, and American Power Group, Inc. dated January 27, 2017 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of American Power Group Corporation filed with the SEC on February 1, 2017)

Exhibit 2

Amendment No. 3 to Registration Rights Agreement (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of American Power Group Corporation filed with the SEC on February 1, 2017)

Exhibit 3

Common Stock Purchase Warrant 2017-3 dated January 27, 2017 and issued to Arrow

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).