SEC FORM 4

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

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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^*

BRAVERMAN NEIL K

(Last)

(First)

(Middle)

4454 WAYSIDE DRIVE

(Street)

NAPLES

34119

(City)

(State)

(Zip)

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/23/2012		G		1,183	D	$0	23,686	I⁽¹⁾	Member of Associated Private Equity LLC⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrant	$0.5	11/23/2012		G			125,000	⁽⁴⁾	⁽⁴⁾	Common Stock	125,000	$0	2,500,000	I	Member of Associated Private Equity LLC⁽¹⁾
Additional Investment Right (right to buy)⁽²⁾	⁽²⁾	11/23/2012		G			0⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	⁽²⁾	$0	0⁽²⁾	I	Member of Associated Private Equity LLC⁽¹⁾
10% Convertible Preferred Stock	⁽⁵⁾	11/23/2012		G			5	⁽⁵⁾	⁽⁵⁾	Common Stock	125,000	$0	100	I	Member of Associated Private Equity LLC⁽¹⁾
Additional Investment Right (right to buy)⁽²⁾	⁽²⁾	03/19/2013		C			0⁽⁶⁾	⁽³⁾	⁽³⁾	Common Stock	⁽²⁾	⁽²⁾	0	I	Member of Associated Private Equity LLC⁽¹⁾
10% Convertible Preferred Stock	⁽⁵⁾	03/19/2013		A		33.3333		⁽⁵⁾	⁽⁵⁾	Common Stock	833,333	⁽⁵⁾	133.3333	I	Member of Associated Private Equity⁽¹⁾
Common Stock Purchase Warrants	$0.5	03/19/2013		A		833,333		⁽⁷⁾	⁽⁷⁾	Common Stock	833,333	$0	833,333	I	Member of Associated Private Equity LLC⁽¹⁾

Explanation of Responses:

1. The reported securities are owned directly by Associated Private Equity LLC, which Mr. Braverman is a member, and Mr. Braverman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. The Additional Investment Right ("AIR") was granted by the issuer to Associated Private Equity, LLC ("Associated"), in connection with Associated's investment in the issuer. Mr. Braverman is a member of Associated. The AIR permits the holder to purchase additional investment units with each unit comprised of one share of 10% Convertible Preferred Stock (the "Preferred Stock") and a warrant exercisable for 25,000 shares of Common Stock (the "Warrants"). The Preferred Stock is convertible into Common Stock at a conversion price of $.40 per share, and the Warrants are exercisable for Common Stock at an exercise price of $.50 per share. Pursuant to the terms of the AIR, Associated initially had the right to acquire up to 35 shares of Preferred Stock convertible into 875,000 shares of Common Stock and Warrants exercisable to purchase 875,000 shares of Common Stock. On November 23, 2012, Associated transferred as a gift 4.76% of the AIRs it held.

3. The AIR is exercisable from April 30, 2012 to March 31, 2013.

4. The Warrants are first exercisable on October 30, 2012 and expire on October 30, 2017.

5. The Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. Each share of Preferred Stock has a fair value of $10,000 and is convertible into shares of Common Stock at a conversion price of $.40 per share.

6. Associated exercised 100% of the AIR owned by it on March 19, 2013 in order to acquire 33.3333 shares of Preferred Stock and a warrant to purchase 833,333 shares of Common Stock.

7. The Warrants are first exercisable on September 19, 2013 and expire on September 19, 2018.

	/s/ Charles F. Coppa, as attorney in fact	03/27/2013
	** 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).
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