SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Landini Kenneth W

(Last) (First) (Middle)
C/O 655 WHEAT LANE

(Street)
WOOD DALE IL 60191

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2011
3. Issuer Name and Ticker or Trading Symbol
POWER SOLUTIONS INTERNATIONAL, INC. [ PSIX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) (1) Common Stock 1,573,376 (2) (3) (4) 0.375 (1) D
Explanation of Responses:
1. Each share of Series A Convertible Preferred Stock is initially convertible at any time at the election of the holder thereof into a number of shares of the issuer's common stock equal to the result of $1,000 divided by the conversion price then in effect. The initial conversion price is $0.375, and is subject to full ratchet anti-dilution protection and to other adjustments for non-cash dividends, distributions, stock splits or other subdivisions or reclassifications of the issuer's common stock. Giving effect to the Reverse Split (as defined in footnote 2) as if it occurred on 5/23/2011, the conversion price would have been $12.00. The aggregate shares of the issuer's common stock issuable upon conversion of the Series A Convertible Preferred Stock is subject to the limitations on conversion more fully described in footnotes 2, 3 and 4.
2. The number of shares reported does not give effect to the Reverse Split (as defined below) or the limitations on conversion described below. Giving effect to the Reverse Split as if it had occurred on 5/23/2011, the shares of Series A Convertible Preferred Stock held by the reporting person would have converted into an aggregate of 49,168 shares of the issuer's common stock. As of any date prior to the effectiveness of the 1-for-32 reverse stock split of the issuer's common stock previously approved by the board of directors of the issuer, which may be effected through the consummation of the Migratory Merger (as defined below), whereby each 32 shares of the issuer's common stock would be exchanged for one share of common stock of the surviving entity in the Migratory Merger (the "Reverse Split"), the reporting person will not have the right to, and the issuer may not issue, (continued in footnote 3)
3. shares of the issuer's common stock upon conversion of the Series A Convertible Preferred Stock in excess of the product of (A) the difference between the then-authorized number of shares of common stock less an amount equal to one hundred and ten percent (110%) of the number of shares of the issuer's common stock outstanding as of 4/29/2011, multiplied by (B) a percentage equal to a fraction, the numerator of which is the number of shares of the issuer's common stock issuable upon conversion of the shares of Series A Convertible Preferred Stock then held by the reporting person (without giving effect to any limitation on conversion thereof), and of which the denominator is the total number of shares of the issuer's common stock issuable upon conversion of all shares of Series A Convertible Preferred Stock outstanding as of 4/29/2011 (without giving effect to any limitation on conversion thereof). (continued in footnote 4)
4. The "Migratory Merger" means the merger of the issuer with and into a Delaware corporation, which merger will be effected for the purpose of changing the issuer's jurisdiction of incorporation from Nevada to Delaware. In the event that the Reverse Split is effected through the consummation of the Migratory Merger, the consummation of the Migratory Merger shall constitute the Reverse Split.
/s/ Kenneth W. Landini 05/27/2011
** 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 5 (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).
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