SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Winemaster Gary S

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

(Street)
WOOD DALE IL 60191

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POWER SOLUTIONS INTERNATIONAL, INC. [ PSIX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT, CEO & COB
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2011
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 08/26/2011 C (1) (2) 4,373,625 A (1) (2) 4,545,500 D
Common Stock 10/31/2011 X (3) (4) (8) 830,925 A (3) (4) (5) (6) (7) (8) (9) (10) (11) 5,376,425 D
Common Stock 10/31/2011 D (15) 830,925 D $5.11 4,545,500 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Series A Convertible Preferred Stock (1) (2) 08/26/2011 C (1) (2) 52,483.4891 04/29/2011 (1) (2) Common Stock 4,373,625 (1) (2) 0 D
Contract to Buy Common Stock (obligation to buy) (3) (4) (8) 10/31/2011 X (3) (4) (8) 31,250 (12) (3) (4) (8) (3) (4) (8) Common Stock 31,250 (12) (3) (4) (5) (6) (7) (8) (9) (10) (11) 0 D
Contract to Buy Common Stock (obligation to buy) (1) (2) (3) (4) (8) 10/31/2011 X (3) (4) (8) 799,675 (13) (3) (4) (8) (3) (4) (8) Common Stock 799,675 (13) (3) (4) (5) (6) (7) (8) (9) (10) (11) 0 D
Contract to Sell Common Stock(obligation to sell) (3) (4) (5) (6) (7) (8) (9) (10) (11) 10/31/2011 (3) (4) (5) (6) (7) (8) (9) (10) (11) J (3) (4) (5) (6) (7) (8) (9) (10) (11) 1 (3) (4) (5) (6) (7) (8) (9) (10) (11) (3) (4) (5) (6) (7) (8) (9) (10) (11) (5) (6) (7) (9) (10) (11) Common Stock 337,590 (5) (6) (7) (9) (10) (11) (14) (3) (4) (5) (6) (7) (8) (9) (10) (11) 1 D
Explanation of Responses:
1. Each share of Series A Convertible Preferred Stock was 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 (the liquidation preference of each share of Series A Convertible Preferred Stock) divided by the conversion price then in effect. The initial conversion price was $0.375, and was 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. On August 26, 2011, Power Solutions International, Inc., a Nevada corporation, merged with and into its wholly owned subsidiary, Power Solutions International, Inc., a Delaware corporation, pursuant to an agreement and plan of merger between Power Solutions International, Inc., a Delaware corporation, and Power Solutions International, Inc., a Nevada corporation (collectively, the "Migratory Merger").
2. (continued from Footnote 1) Power Solutions International, Inc., a Delaware corporation, continued as the surviving entity of the Migratory Merger. Pursuant to the Migratory Merger, the issuer changed its state of incorporation from Nevada to Delaware and each 32 shares of the issuer's common stock converted into one share of common stock of the surviving entity in the Migratory Merger, thereby effecting a 1-for-32 reverse stock split of the issuer's common stock (the "Reverse Split"). Upon the consummation of the Migratory Merger (including the Reverse Split effected thereby), each issued and outstanding share of Series A Convertible Preferred Stock automatically converted into shares of the issuer's common stock, at a conversion price of $12.00 per share, as adjusted for the Reverse Split.
3. Pursuant to a purchase and sale agreement dated April 28, 2011 (the "Purchase and Sale Agreement"), by and between the reporting person and Thomas J. Somodi, the reporting person agreed to purchase from Mr. Somodi, and Mr. Somodi agreed to sell to the reporting person, 1,000,000 shares of the issuer's common stock (31,250 shares of common stock giving effect to the Reverse Split) and 9,596.09002 shares of Series A Convertible Preferred Stock (799,675 shares of common stock giving effect to the Reverse Split), in each case subject to adjustment for stock splits, stock dividends, stock combinations and similar events, including the Reverse Split (collectively, the "Seller Shares"), at an initial closing.
4. (continued from Footnote 3) In exchange for the Seller Shares, the reporting person agreed to make (A) a cash payment to Mr. Somodi equal to $2,500,000, payable at such initial closing, (B) an additional cash payment to Mr. Somodi equal to $1,750,000, payable after the earlier of the hiring by the issuer of a new Chief Financial Officer and April 29, 2013 (provided that the reporting person has agreed to make such payment in no event later than the later of 60 days after such earlier date and December 29, 2011), and (C) the reporting person's agreement to transfer to Mr. Somodi shares of the issuer's common stock, or cash payment in lieu thereof, upon the issuer's achievement of certain market value per share of the issuer's common stock milestones, as more fully described in footnotes 5, 6 and 7 below.
5. As additional consideration for the acquisition of the Seller Shares by the reporting person pursuant to the Purchase and Sale Agreement, the reporting person agreed to deliver to Mr. Somodi, within 90 days of the first date on which the issuer first achieves market value per share of the issuer's common stock milestones as follows: (A) an aggregate of 3,933,333 shares of the issuer's common stock (122,917 shares giving effect to the Reverse Split) after the first period of ten consecutive trading days after the effectiveness of the Reverse Split on each of at least seven of which the market value per share of the issuer's outstanding common stock (calculated in accordance with the Purchase and Sale Agreement) is at least $0.6356 ($20.3392 giving effect to the Reverse Split);
6. (continued from Footnote 5) (B) an additional aggregate of 4,720,000 shares of the issuer's common stock (147,500 shares giving effect to the Reverse Split) after the first period of ten consecutive trading days after the effectiveness of the Reverse Split on each of at least seven of which the market value per share of the issuer's outstanding common stock (calculated in accordance with the Purchase and Sale Agreement) is at least $0.7945 ($25.424 giving effect to the Reverse Split); and (C) an additional aggregate of 3,146,656 shares of the issuer's common stock (98,333 shares giving effect to the Reverse Split) after the first period of ten consecutive trading days after the effectiveness of the Reverse Split on each of at least seven of which the market value per share of the issuer's outstanding common stock (calculated in accordance with the Purchase and Sale Agreement) is at least $0.9534 ($30.5088 giving effect to the Reverse Split).
7. (continued from Footnote 6) Pursuant to the Purchase and Sale Agreement, the reporting person, at his sole option and in lieu of delivering shares of the issuer's common stock as described above, had the right to elect to make a payment to Mr. Somodi equal to the then-market value of the shares the reporting person would otherwise be required to deliver pursuant to the provisions described in these footnotes 5, 6 and 7. The reporting person's obligations will expire if the issuer has not achieved the applicable market value per share of the issuer's common stock milestones by April 29, 2016.
8. On October 31, 2011, the reporting person and Mr. Somodi entered into an Amendment to Purchase and Sale Agreement (the "Purchase and Sale Amendment"). Pursuant to the Purchase and Sale Agreement, as amended by the Purchase and Sale Amendment, in lieu of the reporting person delivering to Mr. Somodi cash payments at two closings in an aggregate of $4,250,000 in exchange for the Seller Shares, on October 31, 2011, the reporting person purchased from Mr. Somodi the Seller Shares in exchange for delivery by the reporting person of a full-recourse promissory note in the aggregate principal amount of $4,250,000, which note was paid in full by the reporting person on October 31, 2011.
9. Pursuant to the Purchase and Sale Amendment, the terms upon which the reporting person is required to transfer to Mr. Somodi shares of the issuer's common stock, or cash payment in lieu thereof, upon the issuer's achievement of certain market value per share of the issuer's common stock milestones as described in footnotes 5, 6 and 7 above were amended to, among other things, reflect that, following the purchase of the Seller Shares by the reporting person from Mr. Somodi pursuant to the Purchase and Sale Agreement, as amended by the Purchase and Sale Amendment, the reporting person sold the Seller Shares to the issuer pursuant to a Stock Purchase Agreement as described in footnote 14 below.
10. (continued from Footnote 9) Pursuant to the Purchase and Sale Agreement, as amended by the Purchase and Sale Amendment, the reporting person agreed to deliver to Mr. Somodi: (A) an aggregate of 112,530 shares of the issuer's common stock within 90 days of such time as the value per share of the issuer's common stock is at least $22.2162 (determined as provided in the Purchase and Sale Agreement, as amended by the Purchase and Sale Amendment); (B) an additional aggregate of 135,036 shares of the issuer's common stock within 90 days of such time as the value per share of the issuer's common stock is at least $27.7717 (determined as provided in the Purchase and Sale Agreement, as amended by the Purchase and Sale Amendment);
11. (continued from Footnote 10) and (C) an additional aggregate of 90,024 shares of the issuer's common stock within 90 days of such time as the value per share of the issuer's common stock is at least 33.3244 (determined as provided in the Purchase and Sale Agreement, as amended by the Purchase and Sale Amendment). The reporting person continues to have the right to elect to make a payment to Mr. Somodi equal to the then-value of the shares the reporting person would otherwise be required to deliver pursuant to the foregoing provisions, and the reporting person's obligations will still expire if the issuer has not achieved the applicable value per share of the issuer's common stock milestones by April 29, 2016. All share and per share numbers are subject to adjustment for stock splits, stock dividends, stock combinations and similar events.
12. Originally represented an obligation of the reporting person, upon the issuer's achievement of certain market value per share of the issuer's common stock milestones set forth in the Purchase and Sale Agreement described above, to sell to Mr. Somodi 1,000,000 shares of the issuer's common stock, subject to adjustment for stock splits, stock dividends, stock combinations and similar events (including the Reverse Split). Giving effect to, and upon the consummation of, the Migratory Merger (including the Reverse Split effected thereby), these provisions of the Purchase and Sale Agreement represented an obligation of the reporting person to sell to Mr. Somodi 31,250 shares of the issuer's common stock.
13. Originally represented an obligation of the reporting person, upon the issuer's achievement of certain market value per share of the issuer's common stock milestones set forth in the Purchase and Sale Agreement described above, to sell to Mr. Somodi 9,596.09002 shares of Series A Convertible Preferred Stock, subject to adjustment for stock splits, stock dividends, stock combinations and similar events (including the Reverse Split). Giving effect to, and upon the consummation of, the Migratory Merger (including the Reverse Split effected thereby and the automatic conversion of Series A Convertible Preferred Stock into shares of the issuer's common stock resulting therefrom as described in footnotes 1 and 2 above), these provisions of the Purchase and Sale Agreement represented an obligation of the reporting person to sell to Mr. Somodi 799,675 shares of the issuer's common stock.
14. Reflects the adjusted number of shares which the reporting person is required to transfer to Mr. Somodi upon the issuer's achievement of certain market value per share of the issuer's common stock milestones pursuant to the Purchase and Sale Agreement, giving effect to the Purchase and Sale Amendment, all as described in footnotes 5, 6, 7, 9, 10 and 11 above.
15. In connection with the reporting person and Mr. Somodi entering into the Purchase and Sale Amendment, on October 31, 2011, the issuer and the reporting person entered into a Stock Purchase Agreement, pursuant to which, on October 31, 2011, following the purchase of the Seller Shares by the reporting person from Mr. Somodi pursuant to the Purchase and Sale Agreement, as amended by the Purchase and Sale Amendment, the issuer purchased from the reporting person the Seller Shares in exchange for payment by the issuer to the reporting person of $4,250,000, representing a price per share of $5.11.
/s/ Gary S. Winemaster 11/02/2011
** 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 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 Number.